Wakening to a New World
by Swordsoul2000
Summary: 150. Ever since he'd been fished from the Ice, Steve Rogers had been existing, drifting through a world that only seemed to bear the slightest resemblance to the one he'd left. Then everything changed. Avengers, from Steve's POV.


Wakening to a New World

Disclaimer: the film and Characters from the movie _The Avengers, _belongs to both Marvel and Disney. The vast majority of the dialogue comes the the magnificent brain of Joss Whedon, though in a few cases, I have attempted to add my own extensions to his scenes. I own nothing.

Word of warning: I do not follow the movie's cuts for my scene breaks. Sometimes a single scene my story will encompass several cuts, several distinct 'scenes', sometimes it will only follow one. I trusted my instincts as to where to break it up, so I apologize if a scene gets particularly long.

Another empty day, spent sketching and wandering the strange new city New York had become in the seventy or so years it had been since he'd last seen it. Nothing looked familiar, nothing sounded familiar, leaving Steve Rogers feeling uncomfortably adrift and increasingly flatfooted in the face of all the terms and technologies he didn't understand, but were seemingly so obvious that no one could be bothered to explain.

Like his gaffe at the cafe near the new Stark Tower just this morning, when the waitress had said that they offered free wireless. As soon as the word had left his mouth, Steve had known that his guess of "Radio?" had been wrong, confirmed by the waitress's indulgent glance back. He'd been getting that look a lot lately, the one that said 'isn't he so cute' when to his mind, he'd been asking a serious question.

But no matter how long he spent wandering the once-familiar streets of New York, sooner or later Steve always found his way back here: a small boxing gym decorated in the style of the 1940's. It was a place that was rapidly becoming a refuge of familiarity in an increasingly strange world.

Of course, that familiarity had its price. Here the memories of the war came thick and fast, which always Steve futilely tried to wrestle into submission by whaling on the various punching bags. It didn't work; his mind constantly flashed between images: on the assault with the Commandos in Southern Germany; fighting HYDRA at the various facilities that the Commandos had raided; on Schmidt's plane, seeing the ice up ahead and telling Peggy that there wasn't time for Howard to talk him through a landing, that he'd have to put it in the water; Peggy's voice over the radio, telling him that he wouldn't be alone. Even, dimly, cold and and a strange voice saying, "_Oh my God, this guy's still alive!_"

One extra-hard blow sent the heavy bag hurtling off it's chain, slamming it into the far wall, hemorrhaging sand. For a moment, Steve simply stared at it, breathing heavily. Then he sighed, wiped his forehead and moved to grab one of the spares he had ready for just such an occurrence. He hooked the new bag into position on it's chain and got back to work, delivering short, powerful blows to the reinforced material.

"Trouble sleeping?" a familiar voice inquired from behind him. Steve didn't have to turn to know who it was: Nick Fury, Director of the shadowy organization SHIELD that had found and defrosted him, then tried to deceive him by sticking him into a mock-up of his own time, complete with a recorded ballgame Steve had actually attended. Fury himself had been the one to actually tell Steve how much time had passed, after he'd broken out of the Forties-facsimile they'd constructed for him, and into modern Times Square.

"Slept for seventy years sir," Steve answered, still pounding the bag. "Think I've had my fill."

"Then you should be out, celebrating, seeing the world" the Director returned, walking forward.

Steve had to stop at that, moving away from the bag and beginning to unwrap the protective bandages on his hands. How could he explain? "When I went under, the world was at war." he said finally. "When I woke up, they said that we won." Steve allowed some of the bitterness he felt to enter his tone. "They didn't say what we lost."

Wasn't that the truth. This new world might have incredible technological advances, there might have been tremendous sociological advances in the fields of woman's rights and the rights of minority's (Fury himself and the position he held over whites was a good example), but seemingly hand in hand with those advances had come a bitter cynicism toward the government, world affairs, and an increasingly intrusive media, all of it a far cry from the way the country in his time had rallied behind the war effort and reporters had kept their noses out of people's bedrooms.

For a wonder, Fury actually agreed with him. "We've made some mistakes along the way. Some very recently."

Steve dumped one of his bandages in his gym bag, and started work on the second. Seeing the folder Fury had brought out from behind his back he asked, "You here with a mission sir?" already knowing the answer.

"I am," to his credit, Fury didn't even try to deny it.

"Trying to get me back in the world?"

"Trying to save it." Fury corrected. Finishing with his wrappings, Steve sat and took the folder Fury passed to him, staring at the open first page. The first page was a briefing summary, complete with the photo of an object Steve knew well, even if he had only seen it once. The page was labeled, "Tesseract."

"HYDRA's secret weapon." Steve identified. The source behind all the strange weapons and technologies HYDRA had used in the war, weapons that disintegrated people on contact – Steve had seen it happen, to good men under his command, so often that the Commandos had gotten into the habit of wearing only one dog tag into battle, leaving the other behind at Command because if they were hit, both tags would also be destroyed. Where had SHIELD gotten their hands on it though? The one and only time Steve had seen it had been aboard Schmidtt's plane, after Schmidt himself had disintegrated in a rainbow of light after touching it with his bare hands. The plane that had been with him in the ice.

"Howard Stark fished it out of the ocean while looking for you." Fury answered. A second page in the folder, featuring an older version of the SHIELD letterhead, showed pictures of that same cube in the grip of some kind of grabber claw bore it out, as did the black and white nature of the photo itself. This had come from not long after he'd gone down, apparently. "He thought what _we_ think, the Tesseract could be the key to unlimited sustainable energy. That's something the world sorely needs."

Steve sighed and flipped the folder closed, offering it back to Fury. He'd seen enough. "So who took it from you?" The fact that it had been taken was obvious, why else would they be telling him this now? And what was equally obvious, whoever it was, was someone SHIELD didn't feel confidant facing on their own, or they never would have 'bothered' him with it.

"His name's Loki. He's...not from around here." There was something Fury wasn't telling him in that obvious pause, but Steve didn't immediately care. "There's a lot we'll have to bring you up to speed on if you're in." Fury hesitated a beat, then continued, shaking his head slightly. "The world has gotten stranger than you already know."

Steve doubted that. "At this point, I doubt anything would surprise me." he said, getting up

"Ten bucks says you're wrong." Steve ignored Fury's rejoinder, grabbing his gym bag and moving to pick up one of the spare punching bags on his way out. "There's a debriefing packet waiting for you back at your apartment." Fury continued as Steve started to make his way out the door. "Is there anything you can tell us about the Tesseract that we ought to know now?" the other man asked.

Wasn't it obvious? "You should have left it in the ocean." Steve answered, and left the gym.

The 'briefing packet' turned out to be not a folder with paper files telling him what he needed to know, but one of those newfangled screens known as "tablets" that held audio and video files along with print information, detailing what SHIELD knew about the Tesseract (summaries of the kind of science that flew right over Steve's head and doubtless Howard Stark would have eaten with a spoon), information on Loki that Steve didn't understand at all, and information on other individuals SHIELD was calling in to find the Tesseract. On the plane to his next destination, Steve watched a video file on one of those individuals, featuring an enormous green monster as it swatted soldiers around like flies, roaring in fury, so absorbed that he almost didn't register his escort coming over to tell him that they were almost to SHIELD's secret base.

"So this Dr. Banner was trying to replicate the serum they used on me?" Steve asked, still finding it hard to believe on some level. Hard to imagine that Erskine's death hadn't ended the search for a true super-soldier, despite the sheer luck that had caused it to work on him.

"A lot of people were," Agent Coulson replied. "You were the world's first superhero. Banner thought Gamma radiation might hold the key to unlocking Erskine's original formula."

Steve looked back at the still-bellowing green beast. "Didn't really go his way did it?" he muttered. From what little he understood of the Super Soldier Serum, of Schmidt and the horrific red skull that was his face, of what had happened to create the creature known only as 'Hulk', that was an understatement.

"Not so much," Coulson agreed soberly. "When he's not that thing though, the guy's like a Stephen Hawking." he caught Steve's curious glance and explained, "He's like a...smart person."

That said precisely nothing, but Steve nodded and smiled like he understood Coulson's explanation, returning his attention to the 'tablet' before him.

Agent Coulson suddenly looked nervous, something so at odds with his ultra-confidant veneer that Steve looked up automatically. "I gotta say, it's an honor to meet you. Officially. I sort of met you, I mean, I watched you while you were sleeping."

Oh, dear. A fan. Suddenly uncomfortable, Steve rose and moved to another part of the plane, looking out between the pilot and copilot in an effort to get away from the smothering sense of hero-worship that abruptly filled the cabin. No such luck. While the interior was downright roomy compared to the planes Steve had known in his time, it was still far too small to effectively get away from an obsessed fan, particularly since they were the only two aboard apart from the crew. Coulson followed, still babbling. "I mean, I was present, while you were...unconscious from the...ice. You know, it's really just a huge honor to have you on board this..." he trailed off weakly.

There was only one thing Steve could say to that. "I hope I'm the man for the job." He did hope that a man from the Forties abruptly transplanted to this strange new century could do the job placed before him, whatever it might entail.

"Oh you are. Absolutely." Coulson affirmed instantly. Steve hoped that wasn't just fan-boy excitement talking just then. It was kinda hard to tell.

Coulson glanced around briefly, obviously casting about for something to say that wouldn't embarrass himself more than he already had. "We made some modifications to the uniform." he blurted out. He flushed slightly. "I had a little...design input."

"The uniform?" Steve was startled. Coulson couldn't mean...? "Aren't the Stars and Stripes a little...old fashioned?" he tried.

Coulson merely gazed at him, serious now, a far cry from the fan-boy giddiness of only a moment before. "With everything that's happening...and the things that are about to come to light...people might just _need_ a little old fashioned."

Huh. But Steve didn't have time to properly stew over Coulson's words to parse just what the agent meant by that. Their destination was just ahead, and despite all the futuristic advances in the new century, appeared to be nothing more than an aircraft carrier, albeit one with two different runways jutting out from the flight deck. There had been aircraft carriers in his time, they had been the backbone of the Pacific war at contests like Midway, the Coral Sea, as well as the launch point for the famous Doolittle Raid. Steve had been on tour when word of that triumph had broken, and had cheered along with everyone else in the theater when that particular newsreel had been shown.

They touched down, somehow lowering vertically onto the flight deck like one of the helicopters he'd seen pictures of before the war. As the ramp lowered, Coulson gave orders for Steve's gear to be stowed (somewhere) and they were met by a redheaded woman wearing trousers and a leather jacket, so completely unselfconsciously that Steve wished Peggy could have seen her. Of course, Peggy was still alive, currently living in England according to the dossiers SHIELD had provided him on the Commandos and other key members of the SSR when he'd been fished from the ice, and after having lived through the seventy-odd years Steve had been entombed in the ice, a dame in trousers and a leather jacket wouldn't have shocked her.

And apparently, she was known to his escort. "Agent Romanov," Coulson introduced, pride infusing every word. "Captain Rogers."

"Ma'am," Steve said with a slight nod, unsure of what the proper protocol was. Romanov, yes, he remembered her name from his briefing packet: the Soviet defector who had since become one of SHIELD's top operatives. Apparently the agent who had brought her in, Barton, had been compromised by 'Loki' whoever he was, along with a Dr. Erik Selvig, the top researcher in the Tesseract project. Accordingly, she'd have more reason than most to see this through.

"Hi," Romanov returned. To Coulson she said, "They need you on the bridge. They're starting the face-trace."

Coulson excused himself and left, while Romanov remained to show him around the deck. "It was quite the buzz around here, finding you in the ice," she said lazily. "I thought Coulson was going to swoon."

Steve wasn't sure how to react to that. The impression he'd received of Coulson thanks to his dress – and the way SHIELD's support staff leaped to do his bidding – was a far cry from the stammering fanboy of the ride here. He still wasn't sure which was Coulson was the correct one.

Apparently she wasn't done. "Did he ask you to sign his Captain America trading cards yet?" she asked, her green eyes mildly curious.

"Trading cards?" Steve asked, hoping that she was kidding. Had they continued to make merchandise of him after he'd gone down? He wasn't sure he wanted to know.

"They're vintage," Romanov reassured him. "He's _very_ proud."

Just up ahead, Steve spotted someone who clearly didn't belong on the carrier's crowded deck, flinching away from the armed MPs and getting in the way of the flight crews as they went about their duties. Steve recognized him from the photo in his briefing packet. "Dr. Banner," Steve called, increasing his pace to approach the scientist at a faster clip.

"Ah, yeah. Hi," the other man said in clear recognition as Steve and Agent Romanov approached, shaking Steve's hand when he offered it. "They told me you'd be coming."

"Word is that you can find the Cube." Steve said, as if he had no doubt at all that that word was correct.

Dr. Bruce Banner hesitated a moment, taking his hand back. "Is that the...only word on me?" he asked.

"Only word I care about." Steve said firmly. What had happened to him was a tragedy, one that Steve could relate to. It had only been chance that had led Erskine's serum to work perfectly on him, it wasn't the scientist's fault that the Hulk had manifested instead.

Dr. Banner nodded a bit to himself, than indicated the carrier's crowded deck with his chin. "It must be strange for you, all of this." he said, gesturing to encompass the deck, the planes, the technology that surrounded them.

Steve was starting to get tired of people trying to guess what would and would not be too much for him. If it wasn't references he didn't understand – which were never explained – it was people trying to wrap him in cotton wool when he was perfectly fine. Which he was. "Well, this is actually kind of familiar." While he hadn't stepped foot aboard an aircraft carrier in his day, he'd seen photos, not to mention a newsreel or two that had shown him what it was like.

Apparently Agent Romanov wasn't one for sentimental bonding exercises. "Gentlemen, you might want to step inside in a minute. It's going to get a little hard to breathe." she advised. Loud mechanical noises and PA announcements for the flight crew to secure the deck validated her statement.

Instead of heading inside, Steve allowed his curiosity to draw him closer to the edge of carrier's deck. "Is this a submarine?" he asked, fascinated. The only example of submarine technology he'd seen had been the mini-sub the HYDRA plant that had killed Dr. Erskine had tried to escape in. With all the advances between then and now, was a aircraft carrier submersible really that far fetched?

Dr. Banner seemed to be amused at the prospect. "Really, they want _me_ in a submerged, pressurized metal container?" he asked, following Steve to the edge of the deck and looking over it. There was definitely something going on out there, the formerly peaceful waters abruptly being frothed and churned by some great force far below.

Steve never did hear if Agent Romanov said anything in reply. Giant rotors, each roughly the size of a football field in diameter, rose out smoothly of the sea and locked themselves into place, level with the flight deck, as the propellers began to spin faster and faster. Soon it became obvious just what was about to happen, that the aircraft carrier was actually a _heli_carrier, and they were about to take off.

"No, no, this is much worse," Dr. Banner said cheerfully against the rising winds. All around them flight crews were strapping masks to their faces, finishing their tasks of securing aircraft still on the deck into place. Ship-wide announcements followed Steve, Dr. Banner, and Agent Romanov as the latter led them inside and through the corridors to the bridge, an immense space where agents in blue jumpsuits sat at various monitors set down into the the floor and along the sides, calling out status updates in clear, no nonsense tones. And at the apex of all the hustle and bustle, standing by four clear screens flanking his position, stood Director Fury, looking utterly in his element.

"Hover check complete. Position cyclic. Increase collective to 800%"

"Preparing for maximum performance takeoff. Increase output to capacity"

"Power plant preforming at capacity. We are clear."

"All engines operating. SHIELD emergency protocol 193.6 in effect." that speaker was a no-nonsense brunette standing directly in front of Director Fury before some screens of her own. She turned, and spoke directly to Fury. "We're at level sir."

"Good." Fury responded. "Let's vanish."

Steve could barely comprehend the Director's words. Wasn't it enough that an _aircraft carrier_ could _fly_? Surely having it be able to turn _invisible_ was a step too far to expect him to believe...?

But none of the SHIELD agents surrounding him so much as batted an eyelash as the preposterous suggestion. Quite the contrary, the brunette agent – who Steve thought had to be some sort of second-in-command based on her body language and the fact that out of everyone here only she was reporting directly to Fury – turned around and began issuing orders. "Engage retro-reflection panels." All around her, agents typed commands into their workstations, manipulated toggles, spoke into headsets to unseen parts of the vast craft, presumably carrying out her commands.

After a moment, one of the agents reported that the 'reflection panels' were engaged. Fury turned around then, seeing Steve and Dr. Banner for the first time, and moved towards them. "Gentlemen," Fury greeted them.

There was only one response Steve could make, what with the way wonder, awe, and sheer bafflement as to how this could be possible was making a muck of his thinking. Recalling Fury's bet, about the fact that Steve had believed that the Future could no longer surprise him, he pulled out his wallet and extracted a ten-dollar bill, slipping it to Fury as the other man came up beside him. Then he set off to properly explore the bridge.

He hadn't gone far when Dr. Banner asked where SHIELD was in finding the Tesseract, and came to a halt to hear Coulson's reply. "We're sweeping every wireless accessible camera on the planet," the agent reported. "Cellphones, laptops, if it's connected to a satellite, it's eyes and ears for us."

Steve frowned a bit as the implications of that statement began to sink in. He hadn't been awake long, but already he knew how ubiquitous those two technologies were in the future. The thought that SHIELD could use those for surveillance without the owners knowledge or consent was disquieting, but he told himself that this was an emergency, so of course SHIELD would do things now that ordinarily they wouldn't do. Like the Japanese Internment camps over on the west coast: Steve had thought then that the concept was horrific, but there had been a war on and desperate times did call for desperate measures. He still felt a flush of shame recalling his first reaction to finding Morita in a HYDRA cell.

Agent Romanov was crouched nearby, watching a monitor featuring a man's face on one half of the screen, while images scrolled by on high speed on the other half. "That's still not going to find them in time," she said.

Dr. Banner agreed. "You have to narrow your field," the scientist said. "How many spectrometers do you have access to?"

Fury simply looked at him. "How many are there?" he asked.

Dr. Banner uncrossed his arms. "Call every lab you know. Have them put the spectrometers on the roof and calibrate them for gamma rays." he ordered Coulson, taking off his sport coat and rolling up the sleeves of his dark purple shirt. "I'll rough out a tracking algorithm, basic cluster recognition. At least we could rule out a few places." He hesitated a bit, than asked, "Do you have somewhere for me to work?"

Fury nodded. Raising his voice, he ordered, "Agent Romanov, could you show Dr. Banner to his laboratory please?"

Romanov was moving before her boss had finished speaking. "You're going to love it Doc. We've got all the toys." she said as she led Banner down a different corridor than the one they'd used to arrive at the bridge, headed presumably to the lab.

After that, there was nothing for Steve to do, but stand around and try to keep out of everyone's way as they went about their duties: Dr. Banner was busy in his laboratory searching for the Cube; Coulson had his people searching for 'Loki', Agent Barton, Dr. Selvig, and anyone else they could identify as being under 'Loki's' control; and the brunette agent – Steve had heard somewhere that her name was Maria Hill – kept her people occupied overseeing the thousand and one tasks that kept the Helicarrier in the air. Steve half wished he'd thought to bring his sketchbook with him, just so he'd have something to do with his hands while he waited for the word to suit up.

After a while, Agent Coulson joined Steve where he stood toward the back of the bridge, keeping out of the way as agents moved to and fro in the course of their duties. They stood in silence for several long moments, before the excitement of standing next to his childhood idol got to be too much for the apparently unflappable agent and he blurted out: "Would you sign my trading cards?"

Steve recalled Agent Romanov warning him about this. "Sure." he said, still unsure how he felt about all the fuss.

Coulson seemed not to hear him. "I mean, if it's not too much trouble."

"No, no, it's fine." Steve assured him, feeling more uncomfortable by the moment. The adoring glances Coulson kept trying to sneak in his direction was starting to make him feel as if he were on stage with the USO girls for the first time again. Naked. Without even the shield prop to hide behind.

"It's a vintage set," Coulson bragged. "It took me a couple of years to collect them all." Steve could not have cared less, though he had too many manners to say as much. And it didn't look as if his silence was having any suppressive effect on the other man, because the agent continued to sing his cards praises. "Near mint. Slight foxing around the edges but –"

Loud beeping at one of the nearby consoles cut him off, drawing everyone's attention. "We got a hit. 67% match," the agent seated at the monitor reported. On the screen, was a pale man with shoulder-length black hair, dressed in a black suit and tie. "Wait. Cross-match, 79%."

Coulson left Steve's side and moved to his subordinate, all business again. "Location?" he demanded.

"Stuttgart, Germany." the bespectacled agent reported, pulling up a map as he narrowed down the exact location. "28 Kӧningstrasse. He's not exactly hiding." the screen flipped back to the photo that had tripped the alarm. So. This was 'Loki'.

"Captain." Fury said. Steve turned, waiting for orders. Fury didn't disappoint. "You're up."

Steve took a deep breath and nodded. This was it.

An agent (not Coulson, for which Steve was secretly grateful) showed Steve to the armory where his suit was stored, excusing himself at the door and leaving Steve to enter the room alone. As the doors opened, Steve was grateful for the privacy. Racks of weapons covered two of the three walls to either side of the door. On the far wall, in solitary splendor, was a glass-fronted case with a single suit inside: his. Just in case his shield didn't amply illustrate that fact clearly enough, or the red-white-and blue of the costume itself (which reminded Steve uncomfortably of his old USO costume), his name was printed on the front of the display in neat white capitals. Steve had the uncomfortable sensation that this room wasn't an armory at all, it was a shrine.

For a moment, Steve simply stared at it, unable to move closer, let alone put the costume on. Putting on the costume meant more now than simply gearing up, as it had been during the war. Putting on the costume, particularly _this_ costume, meant putting on the persona of Captain America, someone he'd thought he'd largely left behind once he'd joined the fight against HYDRA. Coulson's reaction to him had made that fact more than clear.

But there was nothing for it. If SHIELD wanted 'Captain America' to fight Loki, than Captain America he would be. Steve put his thumb on the pad the agent outside had indicated. A light flashed green, then the glass on the display case retracted into the wall. Steve stripped to his underclothes, methodically putting the form-fitting costume on according to the instructions he'd been given. When everything was ready, his boots and gloves on, the cowl fastened to the neck of his costume and pulled up over his head, Steve took the shield down from its hook. He instantly knew from the feel of it that this was _his_ shield; the same shield that he'd carried throughout the war, and had been with him in the ice, its paint job meticulously redone and perfect.

Here at least was familiarity. Holding the shield in one hand, Steve thought he could hear Colonel Phillips barking out orders, Howard Stark's smooth drawl as he explained the shield's specifications in terms that went right over Steve's head, the Commandos laughing and joking with each other, Bucky giving him hell over his fancy dress.

All of them were gone, in one way or another. He and the shield were all that remained. Steve came back to himself and straightened. He had work to do.

The trip to Germany was tense, everyone aboard the plane – Steve had heard somewhere that it was called a quinjet – allocated for the mission focused on the task ahead. Steve was grateful for that purposeful air, mostly because Agent Romanov had brazenly taken the copilot's chair while dressed in an utterly _scandalous_ outfit: a black jumpsuit so form-fitting that it seemed to have been painted on, leaving utterly nothing to the imagination. Not to mention, the neck seemed to have purposefully been left low enough to leave an indecent amount of her decolletage exposed. Given that no one else seemed to be reacting like they noticed anything was wrong, Steve put it down to his old-fashioned sensibilities and tried to put it out of his mind.

Steve spent the trip going over everything SHIELD had about Loki again, which wasn't all that much. There were the reports from Loki's arrival at the SHIELD facility, there was speculation about his involvement in another incident in New Mexico the previous year, one that apparently involved some sort of destructive robot called "the Destroyer" that SHIELD agents on the scene were unable to even touch. Someone named 'Thor' was credited with destroying the robot, but Steve wasn't sure how seriously to take that report: it read like the kind of bad science fiction stories that Bucky used to be wild about and would devour whenever he had an extra 5 cents in his pocket to buy the magazines.

As they soared through the air over Stuttgart, it was easy to spot Loki. In a city plaza outside an impressive-looking structure, a large crowd of people knelt while a character in ridiculous golden armor along with a cape, to say nothing of the outlandish-looking helmet that curled upwards into two distinct horns above his head stood over them, while doppelgangers each holding a large golden staff topped with a blue gem stood guard at the perimeter. Steve felt his blood boil at the sight. Hitler, Schmidt, now Loki, it seemed like there was no end to the megalomaniacs who felt the need to force others to their knees.

One elderly man was getting to his feet. He looked nearly old enough to have seen some of the same things Steve had during the war. As much as he applauded the man's actions, Steve had a bad feeling.

"Can you get me into position to protect that man?" Steve asked the pilot, pointing out the man he meant.

"Sure thing," Agent Romanov reported. As the jet swung into position, Steve got ready at the rear hatch. As soon as the hatch opened, he jumped out, just in time to catch a very familiar blast aimed at the old man on his shield. It ricocheted, knocking Loki to the ground.

"You know, the last time I was in Germany," Steve began, stepping down toward Loki as the crowd around them began to get to their feet, "and saw a man standing above everybody else, we ended up disagreeing."

Loki got to his feet. "The Soldier, the Man out of time," he spat as he stood.

Was it supposed to be intimidating that Loki knew who he was? "I'm not the one who's out of time," Steve corrected. Behind him, the SHIELD jet dropped its invisibility, bringing weapons to bear.

"_Loki, drop the weapon and stand down_," Agent Romanov ordered via the plane's PA system. In answer, Loki fired a sizzling bolt of blue energy from his staff, one that the plane was forced to avoid. Taking the opening, Steve flung his shield, and moved in while the civilians bolted.

Loki was strong, Steve had to give him that much. He shrugged off Steve's first punch as if it were air, something that had only ever happened with Schmidt once he'd received the serum. And Loki's own punches weren't anything to sneeze at either. Steve hadn't landed on his back like that since 1943.

Gritting his teeth, Steve flung his shield again, but Loki parried it with his staff. Steve moved in again, putting his boxing training to work, hitting with his full strength, and trying to avoid being hit in return with that long staff. One failed dodge sent him flying.

Loki was on him before he had a chance to recover, jamming the point of his staff against the back of Steve's cowl. "Kneel," Loki growled. Steve was pleased to hear the breathlessness in the other man's voice. This wasn't an easy fight for his opponent.

"Not today." Steve pushed the staff away from his head and launched into a spinning kick that knocked Loki back. Above them, the SHIELD plane hovered, clearly trying to get a clear shot and failing. Steve just wished that would happen soon, he wasn't used to getting his ass handed to him in this way anymore. Of course, when he was smaller, this would be about the point in the fight when Bucky would intervene to keep him from getting ground into paste. But Bucky was dead, and Steve was all SHIELD had to go head to head with Loki.

"..._Cause I Shoot to Thrill, and I'm ready to kill/ I can't get enough and I can't get my fill..._"

Abruptly strange music began playing out of nowhere, music unlike anything Steve had ever heard before. The surprise of it made him jerk his gaze off Loki, scanning the sky for whatever it was producing the sounds. It was suicidal to do such a thing in the middle of a fight, but luckily for Steve, Loki seemed to be too shocked to take advantage of the slip. A streak of bright light soared around a building, as a burst of energy hit Loki square in the chest and knocking him back against the steps of the plaza. Moments later, a figure in red and gold armor landed in a crouch in front of Steve, denting the bricks underfoot. Then the figure stood, aiming a variety of weapons straight at Loki. "Make your move, Reindeer Games," the armored figure taunted. Steve retrieved his shield and moved to stand shoulder-to-shoulder with the other man, silently backing his statement.

Steve recalled his briefing on this man, who hadn't been included in the information on the Tesseract problem, but in the packet Steve had been given on the Commandos and what had happened to them after he'd gone down. Howard's son Tony Stark's file had been included in that packet, as well as the information that the billionaire frequently put on overpowered suits of armor to act as if he were a hero, calling himself Iron Man when he did so. Steve had seen various clips as to the use Tony Stark made of his armor, and had not been impressed.

Loki didn't try to fight. Instead, he put up his hands as a golden light suffused his form. When it faded, all the gaudy, gold armor (along with the ridiculous helmet) had disappeared, leaving him in a darker, and presumably less protected version.

"Good move." Stark agreed, putting up his weapons.

Steve nodded to the armored figure, his eyes still on Loki. "Mr. Stark," he said, as smoothly as he could while still breathing hard.

"Captain," Iron Man nodded back.

As they got Loki loaded on board the jet and headed back to the Helicarrier, Steve's pride reminded him that it was bruised. He hadn't been tossed around like he just had since before the serum, and just when SHIELD needed him to step up to the plate and get the job done. Not to mention the fact that Tony Stark had shown up in that fancy armor of his, and managed to get Loki to surrender after one blow.

Speaking of Stark, somehow he'd managed to talk his way on board, despite the fact that he clearly had his own way of transportation of his own back to wherever he'd been when he'd got the call. If in fact that he had been called in, but how else would he have known that Loki was in Stuttgart in the first place?

Up ahead, Agent Romanov radioed Fury that they had Loki and were on their way back. Due to his serum-enhanced hearing, and the fact that Fury was speaking over the general radio, rather than the headsets both members of the crew – including Agent Romanov – wore, Steve could hear the Director's questions clearly. "_Is he saying anything?_" Fury demanded, referring to Loki who sat restrained to one wall of the craft.

"Not a word," Agent Romanov responded.

Fury huffed over the speakers. "_Just get him here. We're low on time_." and signed off.

Steve turned his back on Loki and spoke to Stark, who still wore his armor, but had at least removed his helmet, which was stowed on a rack in easy reach. "I don't like it," he told the other man, referring not only to Loki, but the entire situation they found themselves in.

"What, Rock of Ages giving up so easily?" the billionaire asked softly. It wasn't an attack on Steve, he knew that, but it sure stung like hell nonetheless.

"I don't remember it being so easy," Steve said, keeping his voice down as well, wary of the listening ears. He glanced back over his shoulder at Loki."This guy packs a wallop." And wasn't that the truth.

Stark sounded dismissive as he said, "Well, you are pretty spry for an older fellow." He turned to look at Steve. "What's your thing, Pilates?"

"What?" Steve had no idea what he meant.

"It's like calisthenics." Stark shrugged as well as he could while in armor. "You might have missed a couple things...you know...doing time as a...Capsicle."

For a moment, Steve saw red. For a while he could only stare at the billionaire's arrogant features, so angry he could scarcely speak. He had lost _everything_ to the ice, all his friends, all his _family_, everything he knew and was familiar with...and this arrogant snot thought it was a _joke?_

Then he managed to get control of himself. "Fury didn't tell me he was calling you in," Steve said with false politeness.

"Yeah, there's a lot of things Fury doesn't tell you." Stark agreed. He met Steve's eyes steadily as lightning flashed out of the window beyond.

Agent Romanov was the first to realize that the storm they'd stumbled into wasn't natural. "Where's this coming from?" she murmured to herself, as lightning flashed and thunder boomed around the jet when the sky had been clear just a moment before.

Steve noticed that Loki abruptly looked nervous. "What's the matter, scared of a little lightning?" he demanded. If that were the case, SHIELD might just find that information useful in the coming interrogation.

"I'm not overly fond of what follows," was Loki's cryptic reply.

Moments later something large and heavy landed on one of the wings, rocking the jet. Stark reacted instantly, reaching for his helmet and jamming it on his head while Steve struggled to pull the tight-fitting cowl back up over his head. The other man made for the hatch at the rear of the plane while the neck of his armor sealed around the openings of his helmet.

"What are you doing?" Steve called after Stark as Iron Man hit the release to open the hatch.

A strange blond man wearing a steel-gray breastplate and a red cape landed on the open hatch from outside. Iron Man strode forward to confront the stranger, but was knocked back into the plane for his pains. The stranger didn't speak, simply reached out, jerked Loki out of his restraints with a single, powerful pull, and dove back out into the storm, twirling some sort of hammer around his hand as he flew. Steve had to mentally shake his head at the image. What had his world come to?

Stark groaned as he got to his feet. "And now there's that guy," Stark muttered, just loud enough for Steve to hear him, clearly intending to head right on out after whoever it was that had made off with their prisoner.

"Another Asgardian?" Agent Romanov asked, from where she was still working frantically to regain control of the plane.

Asgardian...right, Loki supposedly came from another world, known as Asgard from the old Norse myths. According to Dr. Erskine, Schmidt had been very enamored of those tales. "That guy a friendly?" Steve asked. It was possible, from the way the newcomer had handled Loki, that whoever it was held no lost love for their captive.

"Doesn't matter," Stark dismissed all such considerations. "If he frees Loki or kills him, the Tesseract's lost." He headed for the open hatch.

Steve tried to call him back. "Stark, we need a plan of attack!"

But Stark would not be stopped. "I have a plan. Attack." With that, Iron Man kicked his rockets into gear, and dove out of the hatch, the roiling clouds quickly hiding even his bright form.

Steve swore under his breath and snatched a parachute from the rack nearby. Lacking the ability to fly, he needed some means of controlling his descent if he wanted to survive the trip to the ground in one piece.

As he strapped it to his body, Agent Romanov tried to talk him out of going. "I'd sit this one out, Cap." she advised.

"I don't see how I can," Steve replied.

"These guys come from legend. They're basically gods." There was stark fact in the agent's tone, a nonverbal admonishment to 'pay attention to me.'

But Steve put it from his mind. There were two reasons to do so, really. One, bringing Loki in was his responsibility, assigned to him by Director Fury himself, and he meant to redeem himself for his failure in Stuttgart. And two: "There's only one God, ma'am." Steve said frankly, tightening his straps and grabbing his shield. "And I'm pretty sure He doesn't dress like that."

With that, Steve strode to the hatch and threw himself out, recalling as he did so the first time he'd jumped out of a plane: going to rescue Bucky from the HYDRA factory. This time, speed mattered more than stealth. Angling his body into a straight line, Steve plummeted.

Finding the battleground where Iron Man and the newcomer struggled was easy. In the short time it had taken Steve to follow the two of them off the jet, they had clashed in such a spectacular fashion as to nearly decimate an entire mountaintop. The trail of destruction was vast, featuring shattered trees, torn branches and blasted rock spread out to mark the various places the two foes had come together. When he caught up to them, Iron Man had just knocked the stranger's feet out from under him and was coming around for another pass. Steve jumped up onto a shattered tree in the new clearing, gauged his angle, and flung his shield. As he'd hoped, the ricochet hit both their heads, than the shield bounced back up to him to be caught. "That's enough!" he called into the sudden silence.

Steve dropped to the forest floor, landing at the third point of a triangle between Stark and the stranger. "I don't know what you plan on doing here.." Steve began, addressing the newcomer.

"I've come here to put an end to Loki's schemes." the stranger cried.

"Than prove it." Steve said steadily. "Put that hammer down." he demanded, referring to the strange implement carried by the newcomer.

Steve was aware that he'd said something wrong even before Stark spoke up. "Uh... yeah, no." Stark said hurriedly. "Bad call, he loves his hammer – " the newcomer used his hammer to backhand Stark into a tree.

"You want me to put the hammer down?" the blond stranger roared. Leaping into the air, the stranger raised his hammer above his head, preparing to bring it down with mighty force. Steve got ready, crouching behind his shield to take as much of the impact as he could on that impervious surface.

The impact, when it came, was indescribable. The meeting of the hammer's irresistible force and the shield's immovable object created a massive shockwave, knocking the stranger back and enlarging the clearing they stood in by a factor of ten. At the least. When it faded, only the three of them were left pulling themselves to their feet, the formerly forested mountaintop now nearly bare of trees.

"Are we done here?" Steve asked the other two, looking from one to the other.

The stranger nodded, looking pensive. The quiet hung in the air for a long moment, to be eventually broken by Stark, to no one's surprise. "Ok, now that everyone's all buddy-buddy, who thinks we should grab El Bad Guy before he sneaks off?"

Startled, Steve looked where Stark was pointing. On a rocky outcrop overlooking the battleground, was Loki, looking like he had been enjoying the view, grinning foolishly to himself. Apparently watching his enemies fight among themselves was too amusing to miss, even if that meant that he blew his chance to escape.

"We need to call the jet," Steve said, half to himself. "Have them come pick us up."

"Already taken care of." Stark said jauntily. "They're just about here, but they can't land where Loki is. How about I fetch him down here?"

"I will do so." with that, the stranger swung his hammer and took off, landing for the instant it took to seize Loki's collar, and take off again. He kept a close hold on Loki until the SHIELD jet descended, the ramp opening almost before it touched the ground.

After all that excitement, returning to the Helicarrier seemed almost anti-climatic. Nearly as soon as the plane touched down on the Helicarrier's flight deck, Steve found that the blond stranger was known to SHIELD, Agent Coulson addressing him as Thor Odinson, the 'Thor' from the Destroyer report, the one that had read like bad science-fiction. Apparently, he was also the 'Prince' of Asgard, which was apparently another planet not unlike Earth. Steve finally had to excuse himself from where Thor was telling Coulson why he was here, apparently something called the 'Bifrost' had been broken, thus making it difficult to travel between the worlds, before his brain exploded all over the deck.

Steve eventually made his way to the bridge, dropping into a seat at the triangular conference table positioned towards the rear of that massive space. Agent Romanov joined him shortly afterward. She hadn't changed out of her distracting gear, and the way she slumped in her seat across the table from him only highlighted the scandalous nature of her costume.

There was a security feed playing on various imbedded screens, set into the surface of the table at each place setting so smoothly that Steve never would have guessed they was there if they hadn't been illuminated. Steve looked at his, rather than at...other things. The feed was a shifting perspective of Loki getting marched through the ship, down to the detention level, sixteen SHIELD agents in heavy combat gear marching with him, fore and aft, there to ensure that Loki would not get loose. Steve recognized that it was an empty gesture, made more for show than anything else. He'd experienced Loki's strength first hand; anyone who could send him flying through the air could easily take out the agents surrounding him, even with his hands bound. Loki's grin told Steve that he knew that too.

Thor showed up a few minutes later, while Coulson quickly excused himself and left the bridge. Apparently, Steve and Agent Romanov were considered to be enough of an escort for an alien 'god', along with Agent Hill and the agents manning the bridge. Dr. Banner emerged from his laboratory several minutes after that, coming around to stand near Steve's chair. Steve offered the scientist a chair, but Dr. Banner refused, his eyes on his own screen.

Now the screen showed Loki entering a large glass enclosure, set in the center of a cavernous space and surrounded by catwalks. The door sealed.

"_In case it's unclear,_" Director Fury said, stalking into view outside the cell, "_you try to escape, you so much as _scratch_ that glass_," he said typing rapidly on a pair of screens – the angle was such that Steve couldn't see just what he did – and the floor opened, revealing a drop straight down through the Helicarrier's hull. Loki even seemed to be impressed by the sheer scale of the drop, edging over to peer down, before moving back into his cell.

Fury wasn't finished making his point. "_It's 30,000 feet straight down in a steel trap. You get how that works?_" he demanded. He did something on the control panel, and the door open beneath the cell closed. Next, Fury indicated the cell, than the console. "_Ant. Boot_." Steve didn't understand the reference Fury was making.

Loki clearly did, because he laughed. "_It's an impressive cage_," he admitted. "_Not built, I think, for me._"

"B_uilt for something a lot _stronger_ than you_."

"_Oh, I've heard_," Loki purred. He found the camera and looked directly into it, clearly addressing his remarks to his unseen audience. "_A mindless beast, makes play he's still a man_."

Across the table, Agent Romanov looked up at Dr. Banner. Steve had to fight the urge to do likewise. It was obvious just who Loki was referring to. "_How desperate are you_," Loki continued, "_that you call on such lost creatures to defend you?_"

"_How desperate am I?_" Fury questioned. "Y_ou threaten my world with war. You steal a force you can't hope to control. You talk about peace and you kill because it's fun_." Fury paused for emphasis, than continued. "_You have made me _very_ desperate. You might not be glad that you did._"

"_Ooh_," Loki breathed, addressing the director once more. "_It _burns_ you to have come so close. To have the Tesseract, to have power, unlimited power_." he tilted his head back, reveling in the moment. Then he sobered. "_And for what?_" he questioned, looking back at the camera. "_A warm light for all mankind to share. And then to be reminded what _real_ power is_."

Fury was unimpressed by Loki's rhetoric. He turned on his heel and left, saying, "_Well let me know if 'real power' wants a magazine or something_."

The camera feed winked out. Dr. Banner broke the silence, saying "He really grows on you, doesn't he?"

Steve tried to dismiss Loki's words. "Loki's going to drag this out." he said, speaking from a tactical perspective. "So, Thor, what's his play?"

According to what Thor had told Agent Coulson, he and Loki were brothers. If anyone had a chance at guessing Loki's strategy, it would be him. "He has an army, known as the Chitauri." Thor said lowly. "They're not of Asgard, nor of any world known. He means to lead them against your people. They will win him the earth, in return I suspect, for the Tesseract." Thor's entire body language spoke of defeat and despondency, but Steve put that down to his mixed feelings regarding Loki. No matter how events shook out, Thor would lose, and he knew it. Steve knew how he would feel if he had to fight Bucky, and felt sorry for the other man.

"An army," Steve repeated, "from outer space." He couldn't help but glance at Agent Romanov, just to see if anyone else could see the absurdity of the prospect. There was no response: Agent Romanov's lovely features were like stone.

"So, he's building another portal," Dr. Banner said thoughtfully, taking off his glasses and turning them over between his hands. "That's what he needs Eric Selvig for."

"Selvig?" Thor questioned, new life and energy seeming to return to him.

"He's an astrophysicist –" Dr. Banner began, but Thor cut him off.

"He's a friend." Steve wanted to sigh. Yet another layer to Loki's plot. Steve was going to give himself his first headache since the serum if he kept uncovering more twists and turns of Loki's grand schemes.

"Loki has him under some kind of spell," That was Agent Romanov, contributing to the discussion for the first time. "Along with one of ours."

"I want to know why Loki let us take him." Steve broke in. Because he'd been going over that capture in his mind, and it had been _way_ too easy. And there was another thing. "He''s not leading an army from here."

"I don't think we should be focusing on Loki." Dr. Banner said mildly. "That guy's brain is a bag full of cats. You could smell crazy on him." Steve had to snort at that image, though he had to wonder. The serum had enhanced his senses, had the Hulk done so as well for Dr. Banner? Was it really possible to tell a person's emotional state simply by smell?

"Have care how you speak," Thor broke in. "Loki is beyond reason, but he is of Asgard. And he is my brother."

"He killed eighty people in two days." was Agent Romanov's deadpan response.

Thor paused. "He's adopted."

"I think it's about the mechanics." Dr. Banner said, in a deliberate attempt to change the subject. "Iridium...what do they need the iridium for?" he asked the room at large. Steve felt like asking that question himself, _had_ been asking himself that question ever since Agent Coulson reported that a large sample of iridium had been stolen while Steve had been getting the crap kicked out of him by Loki. Agent Barton's fingerprints had been found at the scene.

"It's a stabilizing agent." Stark broke in from the doorway. He and Coulson walked onto the bridge, Stark now dressed in a sharp suit and tie. Then, as if to highlight his disregard for the proceedings, Stark turned to Coulson and said. "Take a weekend. I'll fly you to Portland. Keep love alive." Steve was disgusted, but tried to keep his opinions to himself. He didn't know the context, but to his ears it sounded frivolous.

"Means the portal won't collapse in on itself like it did at SHIELD," Stark picked up where he'd left off seamlessly, leaving Steve scrambling to catch up. "No hard feelings Point Break. You got a mean swing." he told Thor as he passed, patting one large bicep as he did so and ignoring Thor's immediate glare. He kept moving, eventually standing in Fury's command position, talking all the way. "Also it means that the portal can open as wide, and stay open as long, as Loki wants."

Stark slowly turned, as if appreciating the view from his position. "Raise the mizzenmast. Jib the topsails." he ordered random SHIELD agents to either side of him. They stared at him, likely feeling as horrified at his encroachment onto Fury's territory as Steve himself felt. "That man is playing Galaga," Stark announced, randomly pointing at some luckless agent over by the far wall. "He thought we wouldn't notice, but we did." he finished.

One of Fury's screens beeped softly. Stark looked at it, than covered one eye with a hand, imitating Fury with his patch, Steve thought, and tried to look again. "How does Fury even see these?" he asked Agent Hill, who stood nearby with her arms crossed.

"He turns."

Stark scoffed at the prospect. "Sounds exhausting." Getting back to the subject at hand while playing with Fury's screens, Stark continued, "The rest of the raw materials, Agent Barton can get his hands on pretty easily. The only major component he still needs is a power source of high-energy density." He turned back to face Steve and the others still around the table. "Something to kick-start the Cube." he snapped his fingers for emphasis.

Agent Hill was unimpressed by his spiel. "When did you become an expert in thermonuclear astrophysics?" she asked.

"Last night." Stark said simply.

She stared at him. So did everyone else. Stark tried to explain himself, but only succeeded in confusing Steve even more. "The packet. Selvig's notes, the extraction-theory papers. Am I the only one who did the reading?" he demanded, looking injured.

Stark had understood all that? Steve was reluctantly impressed. Even Howard would have had to have taken several days to completely comprehend the level of science in that packet. Stark had understood it all in a single night? Damn...

"Does Loki need any particular kind of power source?" Steve asked, by way of deflecting any comments as to whither or not he'd done his homework.

Dr. Banner was cleaning his glasses on his shirt as he said, "He'd have to heat the Cube to 120 million Kelvin just to break through the Coulomb barrier."

"Unless," Stark picked up the thread, "Selvig has figured out how to stabilize the quantum tunneling effect."

"Well if he could do that, he could achieve heavy-ion fusion at any reactor on the planet."

"Finally," Stark said, in tones of real relief, "Someone who speaks English." he indicated Dr. Banner as he made his way behind Steve.

"Is that what just happened?" Steve asked the room at large, completely bewildered.

Stark was shaking Dr. Banner's hand. "It's good to meet you, Dr. Banner," Stark said. "Your work on anti-electron collisions is unparalleled. And I'm a huge fan of the way you lose control and turn into an enormous green rage monster."

Dr. Banner's face closed at the mention of his alter-ego. "Thanks." he said shortly.

"Dr. Banner is only here to track the Cube." Fury said firmly, striding onto the bridge. "I was hoping you might join him." he told Stark.

"I would start with that stick of his," Steve advised. "It may be magical, but it works an awful lot like a HYDRA weapon." That blast Loki had flung at the old man Steve had protected, as well as the SHIELD jet had been too familiar.

"I don't know about that," Fury admitted, "but it _is_ powered by the Cube. And I would like to know how Loki used it to turn two of the sharpest men I know into his personal flying monkeys."

"Monkeys?" Thor was confused. "I do not understand."

"I do." Steve jumped in, relieved to finally get the reference this time. _The Wizard of Oz_, had been a favorite story of his growing up. Then he realized that everyone was staring at him. "I...understood that reference." he explained.

Stark rolled his eyes. "Shall we play, doctor?" he asked Dr. Banner.

Dr. Banner indicated the correct corridor to his lab. "This way, sir."

With that, the meeting broke up. Left with nothing else to do at the moment and bored with standing around the bridge with nothing to do, Steve found himself pacing the corridors, learning the Helicarrier's layout, and letting himself be seen in full Captain America regalia (minus the shield) by the SHIELD agents roaming the corridors. By sheer chance, Steve found himself outside the laboratory Dr. Banner was using, just as Stark poked the scientist in the side with something that looked painful, judging by the way Dr. Banner flinched away from the contact.

Steve's blood boiled at the sight. He couldn't abide bullies, but Stark's actions were particularly inexcusable in the light of Dr. Banner's condition. If he got angry... "Hey!" he called, charging into the lab.

Stark didn't even recognize his presence. "Nothing?" he asked Dr. Banner, peering intensely at him to observe his reactions.

Steve didn't let that phase him, he was becoming used to Stark's casual disrespect. "Are you nuts?" he asked furiously.

"Jury's out." was the flippant response before Stark turned back to observing Banner. "You really have got a lid on it," Stark continued. "What's your secret? Mellow jazz, bongo drums, huge bag of weed?"

Steve only understood one of those options, but he didn't care. "Is everything a joke to you?" he demanded of Stark.

Stark pointed at him with the implement he'd used to poke Dr. Banner. "Funny things are."

Steve was disgusted. "Threatening the safety of everyone on this ship isn't funny." Steve said repressively. Then, thinking how those words could be taken, added, "No offense Doc."

For his part, Dr. Banner seemed to be amused by the argument and what had provoked it. "It's alright. I wouldn't have come aboard if I couldn't handle _pointy things_." he said, directing the last two words directly at Stark.

Stark was delighted at Dr. Banner's response. "You're tiptoeing big man." he said. Steve was relieved to see that at least he was backing away from the volatile scientist. "You need to strut."

"And you need to focus on the problem Mr. Stark." Steve shot back, Stark was wasting time, time that could be put to better use tracking the Cube. The fact that he was putting everyone else at risk while doing so, was just icing on the cake.

"Do you think I'm not?" Stark demanded, unearthing a packet of some kind of food from nowhere. "Why did Fury call us in? Why now? Why not before? What isn't he _telling_ us?" They were all good questions, Steve had to admit, but this wasn't the time."I can't do the equation unless I have all the variables." Stark finished.

That struck a chord in Steve. "You think Fury's hiding something?" he asked.

"He's a spy." came the reflexive response from Stark. "Captain, he's 'the' spy. His secrets have secrets." Stark tossed a handful from his packet into his mouth. With his mouth full, he said, "It's bugging him too. Isn't it?" jerking his free hand at Dr. Banner.

Put on the spot, Dr. Banner immediately tried to demur. "Uh...I just want to finish my work here, and..."

Steve's suspicions were aroused buy the doctor's verbal fumbling. "Doctor?" he pressed.

Dr. Banner sighed, caught. Pulling off his glasses, he quoted, "'A warm light for all mankind.' Loki's jab at Fury about the Cube."

"I heard it," Steve said evenly, wondering what the point Dr. Banner was trying to make was.

"Well, I think that was meant for you." Dr. Banner told Stark. Stark immediately offered the scientist some of his packet, who took it with a small smile. "Even if Barton didn't tell Loki about the Tower, it was still all over the news."

"The Stark Tower." Steve clarified. "That big, ugly..." monstrosity was the word Steve wanted to use, but Stark turned an aggrieved look on Steve, staring at him until Steve finished his sentence with, "...building in New York?"

"It's powered by an arc reactor, a self-sustaining energy source." Dr. Banner explained. He looked at Stark. "That building will run itself for, what, a year?" he asked.

"It's just the prototype." Stark said modestly. Then he ruined it by explaining to Steve, "I'm kind of the only name in clean energy right now. That's what he's getting at."

"So, why didn't SHIELD bring him in on the Tesseract project?" Dr. Banner finished. "What are they doing in the energy business in the first place?"

"I should probably look into that once my decryption program finishes breaking into all of SHIELD's secure files." Stark said airily, coming around the workbench and pulling something that looked to Steve's eyes like a patterned sheet of glass from the pocket of his jeans.

Steve had to have heard that wrong. "I'm sorry. Did you say...?" he began, barely able to comprehend what Stark was insinuating.

"Jarvis has been running it since I hit the bridge." Stark said, busy staring at whatever it was he'd fished from his pocket. Putting it away, he said,"In a few hours, I'll know every dirty secret SHIELD has ever tried to hide. Blueberry?" he thrust his packet at Steve's face.

Steve had to stare at the unmitigated gall of the man, ignoring his offer of food. "Yet you're confused about why they didn't want you around." It wasn't a question.

Stark answered anyway. "An Intelligence organization that _fears_ intelligence? Historically, not awesome." Stark had answer for every occasion. Steve had to give the man that much, but that same fact was starting to grind his nerves.

"I think Loki's trying to wind us up," Steve declared to the room, trying to get things back on track. "This is a man who means to start a war, and if we don't stay focused, he'll succeed." Steve met both Dr. Banner's and Stark's eyes squarely. "We have orders. We should follow them."

"Following isn't really my style." Stark scoffed. He popped another handful of blueberries into his mouth.

Steve sighed. "And you're all about style, aren't you?" he asked softly, thinking of the flamboyant armor Stark was so proud of.

Stark stopped. Looked him up and down. "Of the people in this room, which one is A, wearing a spangly outfit, and B, not of use." he demanded. Steve had to admit that between Dr. Banner's purple button down, and Stark's long-sleeved t-shirt proclaiming "Black Sabbath" to the world, he was the only one who met that description.

"Steve," Dr. Banner said softly from his workstation. "Tell me none of this smells a little funky to you."

About to respond, Steve stopped himself. Pushing wasn't going to get him anywhere. And far from angering Dr. Banner, Stark's poke seemed to have forged some kind of lifelong alliance, or maybe that was their shared scientific backgrounds.

"Just find the Cube." he muttered, and left the lab.

Outside, Steve came to an abrupt halt. Stark and Dr. Banner were both right about one thing: SHIELD was definitely hiding something. Steve had seen it as far back as when Director Fury had interrupted his workout with the Tesseract file. So far he'd been going along with SHIELD like a good soldier, because being a good soldier was all he had left to be sure of in this strange world he'd found himself in since he'd left the ice.

But Dr. Erskine hadn't wanted him to simply be a perfect soldier when he got the serum. That last night before the procedure, the scientist had told him to be, first and foremost, a good man. And that meant listening to his gut when it told him that there was something fishy going on here, and it wasn't just Loki's schemes. And Colonel Phillips, if he were still alive, could have testified to Steve's track record when it came to following orders at the expense of doing what was right.

Steve made his decision, and turned purposefully away from the lab.

Steve found his way to an out of the way cargo area, letting his instincts guide him, the same way he had let them guide him when he'd infiltrated that HYRDA factory for for Bucky. Not only had he got Bucky and the Commandos out, but he'd managed to find a map detailing all of HYDRA's facilities in Europe, something he'd might never have found if he'd been looking specifically for it.

The door, as was probably to be expected, was locked. Ordinarily that would be a problem, but ever since the serum, Steve had found that locks were only an obstacle if he wanted them to be. This door was no exception, the locking mechanism tearing free in the kind of loud groan that Steve hoped to high heaven wasn't heard, because if it was, this excursion would be over before it had properly begun.

No one seemed to be in hearing range at the moment, but that could change at any time. A fact that was brought sharply to home for Steve as his ears caught faint snatches of conversation some ways down the hall. The agents in question weren't close just yet, but if they came any closer, if they saw the broken door...

Gracefully, Steve jumped to an upper level, one hopefully out of line of sight for a casual glance. Once on the catwalk, he crouched, listening. Nothing. No footprints, no voices. The agents he'd heard just a moment ago didn't appear to be coming this way just yet. Steve straightened. It appeared he had a little time to search. For what, he didn't know, just that he'd know what it was he was looking for when he found it.

It seemed to take forever, poking into crates and around corners. One thing he could say about SHIELD, they kept their cargo areas in good order, not leaving everything to be covered in dust for ages upon end. Of course the flip side of that was that meant people came in here, and kept the supplies or whatever else was stored here, moving in a steady stream. This place wouldn't stay deserted for long.

There: in the corner. A collection of crates marked with an insignia that didn't quite match their fellows, some of which looked as if they had been hastily moved to make room for the newcomers. Keeping one eye out for well-meaning SHIELD agents who doubtless would hurry him away from whatever they contained, Steve lifted the lid of one of the mismatched crates, peering inside.

And near about died of shock. Shock and recognition, he knew that insignia, knew those strange weapons. He probably knew them better than anyone still alive today. HYDRA gear, helmet and weapon, lay at the bottom of the crate upon a bed of straw. All that was lacking was the black bodysuit.

Steve opened a second crate, and a third, down the line. All carried the same damning technology, all of it in pristine, gleaming condition, as if ready for use. He found himself staring at the broken door, thinking hard.

Steve had read the transcripts for Dr. Armin Zola's interrogation, HYDRA's chief scientist, the man they'd lost Bucky in order to capture. Zola, knowing that Schmidt would kill him whither or not he'd talked, had sung like a bird. Not only had the little man given them Schmidt's fortress location and it's floor plan, Howard Stark had inserted some of his own scientific questions into the mix, and Zola had answered, as fully as he had to questions about Schmidt's security.

Howard had wanted to know about the strange power source that powered HYDRA's strange weapons. Zola had been clear: the weapons were powered by a strange glowing Cube Schmidt had retrieved somewhere in Norway. Schmidt had never told Zola the exact location of where he'd found the Cube – the Tesseract – only that the town didn't exist anymore.

If SHIELD had salvaged HYDRA weapons, and they had had the Tesseract, the conclusion was obvious. They wanted to recreate Zola's work.

Suddenly so furious that he could scarcely speak, Steve snatched one of the weapons from its straw resting place, and stalked to the door, not even bothering to close the various crates he'd opened. Fury would know where he'd been soon enough: the time for sneaking and screwing around was over. It was time for the truth.

Steve found Fury in Dr. Banner's lab, arriving just in time to hear Stark ask, apparently to the air, "What is Phase Two?"

It was a good enough opening for what he wanted to say. "Phase Two is SHIELD uses the Cube to make _weapons_," Steve spat, slamming the HYDRA weapon onto a clear workbench. He faced Fury squarely, not giving an inch. He looked over at the two who had sent him down this road. "Sorry, the computer was moving a little slow for me." Despite his words, Steve was feeling anything but apologetic.

Fury tried to cover his tracks. "Rogers, we gathered everything related to the Tesseract." Steve wanted to snort. If that were the case, then why were they in pristine condition, lacking only a power source to make them functional? "This does not mean this does not mean that we're making..."

Stark cut Fury off. "I'm sorry, Nick." Stark slid off the workbench he was sitting on, turning the large screen he was using around to face Steve and Fury. The schematic visible was clearly some sort of missile, like the V2 rockets that that Steve had heard about just before he'd gone down. "What, were you lying?" Stark asked, only mock-seriously.

"I was wrong, Director." Steve spat. "The world hasn't changed a bit." Not where it really mattered.

"Did you know about this?" Dr. Banner asked Agent Romanov and Thor, who were just entering the lab.

"You want to think about removing yourself from this environment Doctor?" Agent Romanov asked, ignoring the question entirely.

Dr. Banner laughed mirthlessly. "I was in Calcutta. I was pretty well removed."

"Loki is manipulating you."

"And you've been doing what, exactly?" Steve eyed the byplay between Dr. Banner and Agent Romanov, made uneasy by the way she kept advancing on him, ignoring everyone else as if they no longer existed.

"You didn't come here because I bat my eyelashes at you." Agent Romanov stated firmly.

"Yes, and I'm not leaving because suddenly you get a little twitchy." Dr. Banner was equally firm, standing his ground as she advanced. He grabbed the screen, still showing the same schematic as when Stark had turned it around, and addressed the room at large. "I'd like to know why SHIELD is using the Tesseract to build weapons of mass destruction."

Fury sighed, clearly fed up. "Because of him." he pointed to Thor.

For his part, Thor looked wounded by the accusation. "Me?" the big man said softly, touching his chest as if to be sure he was the one Fury was talking about.

"Last year, Earth had a visitor from another planet, who had a grudge match that _leveled_ a small town," Fury explained. Despite himself, Steve was taken slightly aback by the kind of damage the Director was talking about. No wonder SHIELD was jumpy. "We learned that not only are we not alone, but we are hopelessly, _hilariously_, outgunned."

"My people want nothing but peace with your planet," Thor protested.

"But you're not the only people out there, are you?" Fury shot back. Steve silently agreed, thinking of the Chitauri threat. Fury turned slowly, meeting all of their gazes in turn. "And you're not the only threat. The world's filling up with people who can't be matched, that can't be controlled."

Steve had to point out the flaw in that kind of thinking. "Like you controlled the Cube?" he asked pointedly. Because from the reports he'd read, they hadn't been able to control the Cube at all.

Thor had regained his confidence. "Your work with the Tesseract is what drew Loki to it, and his allies." he stated firmly, advancing on Fury. "It is a signal to all the realms that the Earth is ready for a higher form of war."

"A higher form?" Steve asked uneasily, not liking the sound of that.

Fury was unbowed. "You forced our hand." he said quietly, firmly. "We had to come up with something – "

"A nuclear deterrent." Stark broke in from behind Fury. The billionaire, who had been quiet up until now, raised his head and finished, his words dark with sarcasm, "Because that always calms everything right down."

Fury didn't back down. "Remind me again how you made your fortune, Stark?" he challenged.

Steve had had just about enough of this. "I'm sure if he still made weapons Stark would be neck deep." he said, disgust heavy in his voice.

"Hold on, how is this now about me?" Stark asked, surprised.

Steve just looked at him. "I'm sorry," he said, false contrition in his voice. "Isn't everything?"

"I thought humans were more evolved than this." Thor sounded pissed at the realization.

"Excuse me, did we come to _your_ planet and blow stuff up?" Fury wasn't giving an inch, no matter that Thor could physically overpower the Negro whenever he so chose.

"What _is_ it about me that bothers you so much?" Stark asked Steve. "Because I'm curious..."

Thor wasn't finished, speaking right over Stark's babble, speaking to SHIELD as a whole, via the two agents in the room. "You treat your champions with such mistrust – "

"Are you boys really that naive?" Agent Romanov broke in, speaking right on top of her boss's rebuttal. "SHIELD monitors potential threats."

"Captain America is on a threat watch?" Dr. Banner seemed to be amused by the prospect.

"We all are." was the calm answer.

"Wait, you're on that list?" Stark demanded of Steve. It seemed as if the billionaire had finally realized that the conversation had moved on without him and was determined to make trouble. "Are you above or below angry bees?"

Would it be too much to ask for the man to keep his mouth _shut?_ Or even to take this conversation _seriously?_ "Stark, so help me God, if you make one more wisecrack..." Steve warned.

"Threat! Verbal threat. I feel threatened." Stark announced.

"Show some respect." Steve told Stark, rapidly reaching the end of his patience with the other man.

"Respect what?" Stark actually seemed baffled at the prospect. Steve felt his first headache since the serum begin to pulse in his temples, so angry that it was difficult to concentrate on the argument before him. All he knew was that if Stark didn't shut his hole, _soon_, he would do it for the other man.

Thor was speaking to the entire group. "You speak of control, yet you court chaos." the big man proclaimed.

"That's his M.O., isn't it?" Banner inquired. Everyone looked at him. The good Doctor shrugged. "I mean, what are we, a team?" he shook his head. "No, we're a chemical mixture that creates chaos. We're...we're a time bomb."

"You need to step away." Fury growled.

"Why shouldn't the guy let off a little steam?" Stark asked the room at large, placing a too-familiar hand on Steve's shoulder.

"You know damn well why, back off." Steve told him, knocking the unwanted touch away.

Stark looked at him, really _looked_ at him, in a way he had never looked at Steve before. "I'm starting to want you to make me." he said softly.

"Yeah." Steve breathed. He stepped closer to Stark, into the other man's personal space. "Big man in a suit of armor." he told the billionaire quietly, but with steel underlying it all as he stepped around Stark, never taking his eyes off him. "Take it off, what are you?"

Stark was looking at Banner. "Genius, billionaire, playboy, philanthropist." he said slowly, turning to meet Steve's gaze.

Steve sneered, unimpressed. "I know guys with none of that worth _ten_ of you." Steve told Stark, thinking of Bucky, of the Commandos, of Colonel Philips and the rest of the SSR. "I've seen the footage. The only thing you really fight for is yourself." he saw the minute flinch in Stark's dark eyes and pressed forward, never letting up on the weakness Stark had revealed. "You're not the guy to make the sacrifice play, to lay down on a wire and let the other guy crawl over you."

"I think I would just cut the wire," Stark broke in, raising his gaze from the ground.

Movement caught Steve's attention from the corner of his eye. Banner was moving, a slightly feral look in his brown eyes. Steve dismissed it, refocusing his attention on Stark. "Always a way out." he told Stark, disgust in his voice. "You know, you may not be a threat, but you better stop pretending to be a hero."

Stark rallied. "A hero? Like you?" Stark's tone made the concept a mockery as he got right in Steve's face. "You're a laboratory experiment, Rogers. Everything _special_ about you came out of a _bottle_."

The verbal slap hurt, precisely because he knew it wasn't true. Well, _he_ knew it, but that Stark couldn't see it, that he could only see the serum and credit it for everything good about Steve, that without it Steve would be a nobody but a smear on the pavement after he'd been ground into the pavement by the bullies that roamed the streets of Brooklyn one too often...well, there was only one response the bullies understood.

"Put on the suit. Let's go a few rounds." Steve invited calmly, just waiting for Stark to accept so he could shut that smart mouth.

Thor laughed. "You people are so petty, and tiny." he told everyone, too amused for more words.

"Yeah, this is a team," Banner muttered, sarcasm clearly audible. Steve thought he saw Stark rub his forehead with the back of his hand, but ignored it. Stark was just playing for attention.

Fury, meanwhile, was giving orders. "Agent Romanov, will you escort Dr. Banner back to his..."

"Where?" Banner broke in. "You rented my room." Clearly he meant the cell where Loki was currently imprisoned. It sounded as if Steve's hunch was right, that it had been built in order to contain the Hulk.

Fury was trying to explain, "The cell was just in case..."

Banner cut him off again. "In case you needed to kill me but you can't. I know, I _tried_." Silence. Everyone was staring at the scientist as if he had sprouted another head, and perhaps he had. Steve was acutely aware of the fact that suicide was a mortal sin, that had been the only thing that had kept him from trying to take his own life during that agonizing first week after he'd awoken from the ice, into this strange and confusing new world. That Banner had tried...

Banner shifted uncomfortably under the weight of everyone's regard. "I...got low. I didn't see an end." the scientist admitted. "So, I put a bullet in my mouth, and the other guy spit it out." he bit off the final words with a bitter twist to his mouth, as if even the memory hurt. "So I moved on. I focused on helping other people. I was _good_. Then you dragged me back into this freak show and put everyone here at risk. You want to know my secret, Agent Romanov? You want to know how I stay calm?" he demanded, looking at the redheaded woman.

Both Fury and Agent Romanov reached for their holsters, reacting to the visibly increasing level of _threat_ wafting off the formerly mild-mannered scientist. Even more so when he grabbed Loki's scepter off the workbench behind him. They clearly would not be a help in deescalating the situation.

It was up to Steve to calm everyone down. "Dr. Banner," Steve said slowly, deliberately _not_ flinching when the scientist turned that crazed gaze on him. "put down the scepter."

Dr. Banner stared down at the implement in his hand, as if unsure how it got there. For a long moment, no one spoke, or moved, or did anything to fracture that timeless moment.

Behind Steve, a computer beeped. The moment was gone. "Got it." Stark said cryptically, though now that Steve thought about it, it was most likely that the location of the Cube had been found. That was what Stark and Banner had been working on earlier.

Dr. Banner set the scepter carelessly on the counter behind him and moved to look at the results, saying, "Sorry kids, you don't get to see my party trick after all."

"You located the Tesseract?" Thor demanded.

"I could get there fastest," Stark was saying.

Thor objected to that plan. "The Tesseract belongs on Asgard." he said firmly. "No human is a match for it."

Stark didn't seem to hear the other man. To be sure he'd obey, Steve grabbed the billionaire's arm. "You're not going alone." It was an order.

Stark slapped Steve's hand away. "You're going to stop me?" he challenged Steve.

"Put on the suit, let's find out."

"I'm not afraid to hit an old man," Stark scoffed, getting right into Steve's space.

"Put on the suit." Steve bit off. He couldn't hit Stark unarmored, he'd be a bully then, hitting someone who couldn't defend themselves. But once Stark armored up...he'd teach the arrogant son of a bitch a lesson he'd never forget.

"Oh my god." Dr. Banner said softly, drawing everybody's attention. While everyone else had been arguing again, Banner had been studying the computer where the results of the scans were displayed. It seemed as if he had the exact location of the Cube. When Steve turned to look, Dr. Banner was looking directly at Stark.

But there was no time to analyze what that look meant. A large explosion from out of nowhere ripped through the lab, throwing everyone to the floor. By sheer chance, Steve found himself on the floor with Stark, near the entrance to the corridor.

Stark sat up. There was no time to find the others, much less see if they were alright. The Helicarrier was under attack. "Put on the suit." Steve gasped.

Stark nodded agreement. "Yeah." Steve helped him to his feet as they raced down the corridor. There was no time to talk; Steve was already wearing his costume (minus the shield but that couldn't be helped), but Stark needed to suit up. Stark snatched two small radios from passing agents without a word to their outraged owners, placing one in his ear, and passing the other to Steve.

"We'll need to be patched into the action," Stark explained, never slowing down as he talked. "Jarvis is great and all, and could probably hack into SHIELD's comm frequencies if he had the time, but he'd need the suit as a launch platform, and it's time we don't have. Not to mention, he couldn't do anything for you." Steve, after a moment's thought, agreed, though he still didn't have to like the way Stark had gone about acquiring the devices.

Just in time. As they settled the radios in place, they heard Agent Hill as she was briefing the Director on what she knew of the state of the Helicarrier's systems. "_External detonation. Number 3 engine is down_." Agent Hill reported crisply. There was a pause, doubtless Hill was getting briefed as to exactly what needed to happen by one of her subordinates, because she was back moments later. "_Somebody's got to get outside and patch that engine._"

"_Stark, you copy that?_" Fury asked. Steve had to shake his head. What did it say about both Stark and Fury and how well they knew each other, that Fury had anticipated Stark's theft and incorporated it into his plans?

Stark, to his credit, didn't hesitate. "I'm on it."

Steve tuned out the rest of Fury's orders and demands for status reports. None of them were directed at him, so they didn't matter. Stark would need someone to watch his back: if the Helicarrier was a HYDRA facility, and if he were the one leading this raid, he would send men to make sure premature repairs to vital systems didn't happen, either by further sabotage, or killing those sent to make repairs or both.

That couldn't happen. Steve really didn't like Stark's attitude, but that didn't change the fact that the billionaire was the only one aboard who could both access the engine while the Helicarrier was aloft, and had the technical skills to make the required repairs. They didn't _have_ a backup option.

Stark knew where he was going, leading Steve down and around catwalks, cargo areas and corridors marked by stacked crates. Finally he stopped. "Engine 3, I'll meet you there," he said, pointing Steve in the right direction. Then his turned down another way, presumably where his suit was stored.

Steve had only gone a few yards when an inhuman roar filled the bowels of the Helicarrier. He froze, paralyzed for just an instant by the sound, and what it represented. Steve had heard that roar before, on a video clip just before his transport landed on the Helicarrier for the first time: the Hulk was out.

Steve deliberately shoved the knowledge from hiss mind. He wasn't in a position where he could do anything about the Hulk's emergence, he had to focus in on the task at hand. Following Stark's hasty directions – and asking various crew members evacuating the damaged areas – Steve found his way to the massive gaping hole in the hull that marked where the damage was concentrated. Steve helped open jammed doors, slipping past rescue crews until he stood at the very edge of the gap. "Stark!" he cried out into the void, for an instant forgetting about the radio in his ear. Recalling it, he keyed it and tried again. "Stark, I'm here!"

"_Good_." a red and gold shape flew to the damaged section. "_Let's see what we've got_." Steve watched, mouth agape, as Stark hovered in midair for a moment, before he started making damage assessments. "_I've got to get the superconducting coolant system back online before I can access the rotors, work on dislodging the debris_." Stark was saying softly to himself, though it was clearly audible over the channel they shared. He seemed to be unaware that he was talking to himself, a blur of concepts and ideas that Steve had no context for. Then he turned to Steve. "_I need you to get to that engine control panel and tell me which relays are in overload position._" he ordered, pointing to the panel in question before jetting off to another section.

Steve saw it, and nodded. It would be a bit of a jump, but nothing that wasn't beyond his abilities post-serum. He jumped, catching himself on an overhang, and using that as a fulcrum to swing himself to his post. Once there, he pulled open the hatch cover, dragging the heavy panel from its rest position. Steve crouched in front of it, utterly bewildered.

"_What's it look like in there?_" Stark asked.

Steve had to shake his head. "It seems to run on some form of electricity." Steve said, only a bit of sarcasm leaking free. Who did Stark think he was asking anyway? It wasn't as if Steve would know what the panel was supposed to look like, and if everything there was working perfectly.

Steve could hear the eye roll as Stark quipped back, "_Well, you're not wrong_." Then, to Steve's surprise, Stark then began to describe what he was supposed to be looking at, and how to tell if something wasn't working correctly, doubtless using the various sensors embedded in the suit to talk Steve through the process as if it were the easiest thing imaginable. All the while, junked debris continued to fall away from the ship as Stark tore away parts that were too damaged to patch in the air as he worked his way through the engine system.

Finished with his visual inspection – no damage to the relays that Steve could see, thank God for that – Steve slammed the panel closed. "Ok, the relays are intact." he told Stark. "What's our next move?"

"_Even if I clear the rotors, this thing won't reengage without a jump_." Stark said distractedly, obviously thinking as he spoke. "_I'm going to have to get in there in push_."

Steve forcibly closed his jaw, not having expected this response from the selfish billionaire. "If that thing gets up to speed, you'll get shredded," he protested. Even if he and Stark weren't friends, that didn't mean that he wanted to see the other man die.

Stark seemed dismissive of the prospect. "_That stator control unit can reverse the polarity long enough to disengage mag-lav, and that should_..."

Steve had to break into the river of techno-babble. "Speak English!" he insisted.

Stark paused. Steve had the uncomfortable sensation that he was paring down his instructions to the very core, so that even the slowest child would be able to follow them. "_See that red lever?_" the other man asked eventually, irritation clearly audible over the radio. Steve turned, spotting the lever in question on the other side of the massive gap from where he stood. "_It'll slow the rotors down long enough for me to get out. Stand by it. Wait for my word_."

Steve nodded, forgetting for a moment that Stark couldn't actually see him, and backed up a few steps to build up momentum for the leap. Gauging his angle, he jumped, landing on the shattered catwalk just steps from the edge into the vast nothingness on the other side. There was the red lever, if hostiles came, here would be the place he'd make his stand.

As if his thoughts had summoned them, several figures in heavy assault gear converged on their position. As if to prevent Steve from assuming they were friendly, the first thing one of them did was toss a grenade toward the massive rotor. Steve leaped, and batted it from the air, allowing it to explode harmlessly in the open air. Then he dropped down to deal with the intruders.

Steve made short work of the first two thugs, tossing one out into the void, leaving him to scream all the way down, leaving the second one unconscious, or dead, but at this point Steve didn't really care one way or another. He was out of the fight, that was all that mattered right now. The third was warned, and had taken cover. Steve seized the second thug's fallen weapon, and leaped back to his post, firing whenever he had a clear shot, which wasn't often. He needed to be ready to let Stark out of the turbine before he got shredded, and he needed to stay alive long enough to make that happen.

Abruptly, there was a sickening lurch under his feet, and a calm voice announcing over the PA system, "_Engine 1 is now in shutdown_." Steve scrambled to keep his feet, desperately trying to shove the sickening sense of vertigo away, panic leftover from the last time he had been aboard a crashing aircraft. The fact that he had deliberately crashed the first time did nothing to calm the lurching in his gut. The following announcements over the PA system did nothing to stem the rising emotions, and while he realized that screaming would do nothing to improve the situation, the preternaturally calm voices announcing first that they were experiencing an uncontrolled descent, and second, that they'd lost all power to Engine 1, were only making things worse.

Steve tried to shut the panic away. Stark was in the rotor right now, getting ready to push. Everyone was doing everything they could to combat the situation, from Agent Romanov, who was in pursuit of Barton who had shut down Engine 1, to Stark, getting ready to jump start Engine 3. And it was up to him to make sure Stark stayed alive while doing so.

Even so, his split concentration cost him. Loosing track of his surroundings, Steve stepped on some loose debris and skidded backward, toward the gap in the hull. Dropping his gun, Steve grabbed a torn cable that was dangling in the wind. Helpless, he hung there, painfully away of what the consequences would be if he lost his grip.

Then Steve remembered himself. Stark was still counting on him to get out in one piece. Slowly, painfully, Steve began to pull himself, hand over hand, up the cable. In his earpiece, he could hear Stark grunting with effort as he pushed the rotor blade with all the power his suit could generate, could feel the moment when the billionaire's efforts paid off and the Helicarrier began to recover from its dive. "_Cap, hit the lever_." Stark ordered. But Steve had at least a foot's worth of cable to work his way up before he could do so.

"I need a minute here!" Steve cried against the rushing wind.

Stark was impatient. "_Lever_," the billionaire said in tones that brooked no argument. "_Now!_"

Steve was climbing as fast as he could, not wasting his breath on replying. In moments he was pulling himself back onto the catwalk, bullets flying as his third assailant reminded Steve that he was still there, making sure he kept his head down. Any triumph he might have felt at regaining the relative safety of the ship was swiftly extinguished by the soft "_Uh-oh_." in his ear, followed by the broken cry for help as Stark was sucked under the rotor blades.

Stark was in trouble. Unable to stand without getting shot, Steve blindly reached upward and grasped the red lever, yanking it down as far as it could go. In his ear, Stark cried out wordlessly, leaving Steve half-convinced he hadn't acted in time. As he got to his feet – bullets or no, he had to know what had happened to Stark – Iron Man came careening through the open gap, landing heavily on Steve's opponent. The man went down, crushed by the billionaire's armor. Steve stood, just in time to see Stark roll off his captive, the eye lights in the helmet going dark.

Steve stared, heart in his throat. Stark's flashy armor was scraped and dinged all to hell, and while it had to have afforded Stark some measure of protection...Steve couldn't restrain the sigh of relief when Stark tugged off the helmet, and pulled himself to his feet, ostensibly unharmed.

But what happened next stopped the air in both their lungs. "_Agent Coulson is down,_" came Director Fury's voice over their earpieces. Steve knew that term, knew it from the war, knew what it meant. But...his thoughts petered out, unable to face what he knew.

An agent Steve didn't know spoke next: "_A medical team is on its way to your location._"

"_They're here_." Fury said flatly. Softer, he added, "_They called it_."

Solemnly, Steve bowed his head in tribute for a man he hardly knew.

Thirty minutes later, Steve sat at the same table at the back of the bridge he'd sat at earlier. Then, Agent Romanov, Dr, Banner, and Thor had all sat or stood around the table with him. Now, Dr. Banner and Thor were MIA, both of them having gotten scattered to the four winds during the attack: the Hulk having been ejected to spare the Helicarrier further destruction, Thor having been tricked into Loki's cell and jettisoned shortly after Agent Coulson had been killed. Loki was gone as well, off to oversee the next phase of his plan, the plan that seemed to be working without a hitch, all their efforts having only played into his hands.

Agent Romanov was still aboard, but she was in the brig, watching over Agent Barton who she had incapacitated during the attack. Steve had heard her report to Fury that she believed that Barton had shaken off Loki's brainwashing, but she intended to watch him to make certain that was still the case when he woke up. Only Stark shared the table with Steve, physically at least. The billionaire's mind was leagues away.

Stark looked different without either the flashy Iron Man armor, or the brash arrogance he habitually wore as a shield. Stripped of his protections, the other man seemed lost, broken even, and Steve had no idea how to react to the change. For his part, Steve had removed the topmost layer of the Captain America costume – the one Coulson had designed – leaving him caught in the limbo between 'Captain America' and 'Steve Rogers', a dichotomy that mirrored Steve's own feelings.

Fury stood at the end of the table, shuffling something slowly between his hands. "These were in Phil Coulson's jacket." the Director said shortly. "I guess he never did get you to sign them." He tossed what he held across the table to Steve. Captain America trading cards, splashed with still-wet blood, scattered across the polished surface.

Steve stared blankly at the cards. As he leaned forward to pick one up, Fury kept talking. "We're dead in the air up here. Our communications, the location of the Cube, Banner, Thor...I got nothing for you. I lost my one good eye."

Fury sighed, shaking his head. "Maybe I had that coming." the Director admitted. "Yes, we were going to build an arsenal with the Tesseract. I never put all my chips on that number though, because I was playing something even riskier."

Fury paused, standing behind one of the chairs set around the table. "There was an idea, Stark knows this," he said finally. Stark didn't react to his name, something Steve would have thought impossible even an hour before. "called the Avengers Initiative. The idea was to bring together a group of remarkable people, to see if they could become something more. To see if they could work together when we needed them to, to fight the battles that we never could." Steve heard Fury's words, feeling a sense of shame overcome him as he realized just what had been expected of him, and how far he'd strayed from those expectations.

Stark was beginning to rouse from his stupor, his eyes drifting to the side, keeping Fury and his new position just behind Stark, in his peripheral vision, still fidgeting with his hands. Fury, for his part, wasn't finished driving his point home. "Phil Coulson _died_ still believing in that idea. In heroes."

Stark stood. Steve's eyes immediately went to him, his attention caught. But Stark didn't capitalize on that attention, didn't even act as if he knew it was there. The billionaire walked from the room without speaking, without even acknowledging Steve's presence.

"Well, it's an old-fashioned notion." Fury finished, bowing his head. Steve started: how had Fury known what Coulson had said to him on the plane-ride here? He shoved it from his mind, it was coincidence, nothing more, but it sparked a shred of an idea in Steve. He stood as well, and followed Stark.

Steve found Stark where Loki's cell used to hang, staring blankly out across the empty space. It didn't take a genius of Stark's caliber to know what was on his mind. "Was he married?" Steve asked the other man, referring to Coulson. Stark had spent more time with the other man than Steve had after all, he would know details that Steve had never had the chance to learn.

"No," Stark said softly, sounding far away. "There was a...cellist, I think."

"I'm sorry." Steve said honestly. "He seemed like a good man."

Stark snorted, coming back to himself. "He was an idiot," Stark said frankly.

"Why?" Steve wanted to know. "For believing?"

"For taking on Loki alone."

"He was doing his job." Steve reminded the billionaire firmly. While he hadn't had the chance to get to know Coulson well, he did know that much.

Stark scoffed. "He was out of his league," the other man protested, moving toward Steve. "He should have waited. He should have..." Stark trailed off, subsiding back into melancholy.

"Sometimes there isn't a way out, Tony." Steve stopped, shocked by his forwardness. He had no right to refer to Stark by his first name, not with the way they had been at odds not all that long ago.

Stark acted as if he hadn't even noticed Steve's familiarity. "Right," he said, derision in his voice. "I've heard that before."

Steve recognized this, in himself. "Is this the first time you've lost a soldier?" he asked kindly. It stayed with you, that first loss, a scar that never fully healed.

Stark whirled on him. "We are _not_ soldiers." Stark snapped. Then he caught himself, forcibly reining in his emotions. Steve could clearly see that Stark hadn't meant to say that, hadn't meant to let so much of himself out into the open. Steve waited for Stark to recover himself. "I'm not marching to Fury's fife." Stark claimed, eyes wild.

"Neither am I." Steve agreed. "He's got the same blood on his hands that Loki does." If SHIELD, if Fury, hadn't kept so many secrets, if they hadn't waited to share the program with them...so many things might have been different. But it did no good to focus on how things might have been, not when they had to focus on the present if they wanted to stand a chance of figuring out Loki's endgame. "But right now, we've got to put that behind us and get this done."

Stark's eyes slid away from Steve's, landing on the bloodstained bulkheads that showed where Coulson had died. Steve ignored it, continuing on. "Now Loki needs a power source. If we can put together a list..."

"He made it personal." Stark broke in.

Steve restrained the impulse to roll his eyes. That wouldn't help the situation. "That's not the point – "

he started to say, when Stark broke in again.

"That _is_ the point," Stark clarified. "That's _Loki's_ point. He hit us all right where we live. Why?"

Steve was starting to see where Stark was going with this. "To tear us apart."

"Yeah, divide and conquer is great, but...he knows he has to take us out to win, right?" Stark continued to ramble, working through his thoughts out loud. "_That's_ what he wants. He wants to beat us, he wants to be seen doing it... He wants an audience."

Steve agreed. "Right. I caught his act in Stuttgart."

Stark dismissed that. "Yeah, that's just previews. This is, this is opening night. And Loki, he's a full-tilt diva, right? He wants flowers, he wants parades, he wants a monument built to the skies with his name plastered –"

Stark froze, as if he couldn't believe his own ears. Steve raised his eyebrows at the other man, unsure if he was following what Stark was saying correctly. If Stark was saying what Steve thought he was saying...

"Son of a bitch." Stark swore, and got moving.

Stark pealed away from Steve shortly after the revelation that Loki was headed for the arc reactor powering Stark Tower, saying that he had to fix his suit before heading out. They had hammered out a rough plan, Stark would go first, in his suit, either to thwart Loki from powering up the portal, or if he were too late, try to keep as many of Loki's forces busy as he could until Steve could get there with reinforcements. Steve wasn't sure how many he'd be bringing, given that he no longer trusted the average SHIELD agent to watch his back. At the very least, he needed someone to fly him to Manhattan.

By the time he was fully costumed once more, Steve had only one candidate he trusted to fly him to his destination. Agent Romanov might have endorsed SHIELD's secrecy, but at the very least when confronted about it, she had been honest. That, and he knew long odds didn't phase her, from what he'd seen she kept a cool head no matter what came her way.

He stopped by the tiny brig where she had taken Agent Barton. "Time to go," he told Romanov from the door.

"Go where?"

"I'll tell you on the way." Steve was itching to be gone: Loki already had too great a lead on them. "Can you fly one of those jets?" he asked.

"I can." That was Agent Barton, just coming out of a small cubicle at the other end of the room, drying his hands.

Steve looked at Agent Romanov for confirmation. He recalled that she'd thought he'd shaken off Loki's influence, and had been observing him since. If anyone knew if Barton could be trusted...

She nodded. Steve turned his gaze to Barton, looking him up and down. "You have a suit?" he asked the other man.

Barton nodded agreement. "Than suit up." Steve ordered, heading out the door.

Ten minutes later the three of them were walking toward a free jet dressed for war: Barton with a quiver bursting with arrows over his shoulder and carrying a bow. Steve would have raised an eyebrow at the unconventional weapon, but given that his primary weapon was his shield, knew he didn't have any room to stand on when it came to nontraditional weaponry. To look at her, Agent Romanov wasn't armed at all beside a pistol strapped to each hip, but Steve had the funny feeling that those chunky bracelets wrapped around her wrists were more than met the eye. Agent Romanov knew what they were up against, and if she had brought them, then they were sure to pack a punch.

Brazenly, they walked right on board, encountering their first challenge when the SHIELD mechanic looking over the craft stopped them. "Hey, you aren't authorized to be here." the mechanic said nervously.

Steve just looked at him. "Son," he said repressively. "Just don't."

The mechanic backed down. Agents Barton and Romanov took the pilot's and copilot's chairs respectively, while Steve strapped himself down in the back. After a quick pre-flight,and they were off, following Stark who's armor soared ahead of them, quickly leaving them behind.

It took 35 endless minutes for the jet to reach New York, and by the time they were close enough to the city to see anything useful, the invasion had already begun. A device atop Stark Tower spun pale-blue energy into the sky, where it coalesced into a dark portal overhead, alien craft already pouring out of it. Iron Man was visible to the jet's sensors as he swerved and dodged, trying to keep the Chitauri ships on his tail off the streets.

"Stark, we're on your three, headed north-east," Agent Romanov reported, using the jet's radio to contact Stark.

"_What, did you stop for drive-through?_" the billionaire asked irritably. Then he ordered,"_Swing up Park, I'm going to lay them out for you._"

Agent Barton did as he was told, swinging the jet around until they followed the broad avenue that led up to Stark Tower. As promised, Iron Man swooped by in front of them, Chitauri hot on his six: target practice. Steve unstrapped and moved to where he could see out the cockpit windows, it beat siting in the dark with no idea of what was happening by a large margin.

While Barton concentrated on flying the jet, Agent Romanov manned the weapons. Working together, they made short work of the pack following Stark, and while Iron Man peeled off to find other targets, they climbed up and around the tower. On an upper balcony, possibly even Stark's private penthouse suite, Thor was locked in combat with Loki, who had reclaimed the gaudy gold armor he'd worn in Stuttgart, complete with the ridiculous helmet.

"Nat?" Agent Barton asked, glancing over at the combatants.

"I see him." Romanov replied, bringing her gun around to bear. She had only gotten a few shots off when Loki spotted them, and fired an energy blast from his scepter. It caught one of the engines mounted on the wings, causing the jet to spin out of control.

Both agents fought to stabilize the craft as it went down, without success. Steve grabbed onto the ceiling and hung on for dear life, grateful for the height advantage the serum had given him. Within a few minutes they had crash landed in a plaza, on the other end of the aqueduct leading up to Stark Tower.

Steve steadied himself and grabbed his shield, while both Barton and Romanov shucked their headsets and harnesses, grabbing their own gear as they stood. As one unit, they left the wreckage of the jet.

"We got to get back up there," Steve was saying as they raced past screaming civilians. All the Chitauri were in the air, if they wanted to make any difference they would have to have find some way of getting airborne themselves. He wanted to say more, but a loud metallic groan emanating from the direction of the portal drove it from his mind.

Looking skyward, Steve could only gape. Like a mammoth, metallic whale, a vast behemoth of ...what was it? Steve had no context by which to describe the creature that emerged. Was it a machine, was it a creature, related to the Chitauri themselves? Steve wasn't sure, and wasn't sure he wanted to know.

The leviathan's threat wasn't limited to its own hulking presence; as it passed overhead, scores of individual Chitauri launched themselves on lines from its back, either jumping through windows to menace the people within, or sliding down skyscrapers to the ground. Finally Steve recovered enough to key his earpiece and ask, "Stark, are you seeing this?

"_Seeing_." Stark replied distantly. "_Still working on believing_. _Where's Banner? Has he shown up yet?_"

"Banner?" Steve was startled. While there was every reason to believe the Hulk had survived his fall, how would Dr. Banner even know they were here? And even if he did know, why would he come?

There was no time to argue that fact with Stark. A fact that the billionaire himself seemed to agree with. "_Just keep me posted._" was all Stark said as he signed off.

Ducking into cover with Barton and Romanov – or Hawkeye and Black Widow if Steve were to refer to them by their codenames – between two abandoned taxi cabs, Steve took a look around. "We've got civilians still trapped up there," Barton reported. Steve could see that Hawkeye was right. There were civilians trapped in all of the surrounding high-rises, with nowhere to go but right out into the crossfire. There were more civilians already in harms-way, caught in traffic, in storefronts, running panicked in the streets. There were cops out, already doing their best to help civilians and restore order as best they could, but they were over-matched.

Above them, Chitauri craft took potshots at anyone that moved. Loki was among them, his gold helmet and green cape as good as a signal flare pointing out his location. "Loki," Steve growled. The bastard was enjoying himself, Steve could see that broad grin even from here on the ground. Cars and trucks exploded as energy blasts hit their fuel tanks, adding fire and destruction to the chaos already running rampant on the city streets.

"They're fish in a barrel down there," Steve groaned, looking out over the devastation. If only there was a plan for evacuation, he lamented, one that kept noncombatants as far out of the line of fire as possible while still getting them out of the combat zone. The nearest police presence was forty yards away, while Chitauri advanced toward their position, toward the civilians still trapped up here with them.

Agent Romanov saw his dilemma. "We've got this," she said, indicating the advancing Chitauri with a shake of her head. "It's good. Go."

Steve hesitated. "You sure you can hold them off?" he asked his companions.

Agent Barton turned to look at him. "Captain," the archer said, as his fingers tapped out a sequence on the grip of his bow, "It would be my genuine pleasure." he drew an arrow as he stood, taking aim and loosing at an advancing Chitauri in one swift movement. The alien fell, an arrow in its brain.

Steve moved as Agent Romanov drew her pistols and fired, a gun in each hand. He threw himself over the rim of the aqueduct, landing atop a city bus that he used as a road for a short time, even when Chitauri blasts caught the bus and narrowly missed frying him. Leaping from the bus, he bounced on the nose of an overturning car, using the momentum to propel him along his chosen path. He kept running, climbing up and over anything and everything that happened to be in his path, dodging fire as he did so. It seemed like an instant, it seemed like a decade before he was on top of a car before a heavy barricade of police cruisers. Crouching before the sergeant who seemed to be in charge, Steve began issuing orders.

"You need men in these buildings." Steve spoke frankly, indicating the buildings with a sweep of his free hand. "There are people inside and they are going to be running right into the line of fire. You take them through the basement, or through the subway. You keep them _off_ the streets. I need a perimeter as far back as 39th." That would give them plenty of room to work in, while still maintaining an area New York's finest could hold for an indefinite amount of time.

The sergeant balked. "Why the hell should I take orders from you?" he wanted to know.

Steve was saved from answering when three Chitauri attacked his position. By the time he'd dispatched all of them, the cops were staring at him. Steve looked at the sergeant in charge, holding one of the massive arm-cannons he'd ripped off one of his assailants, severing the arm in question with his shield.

The sergeant began issuing orders, moving away from Steve. "I need men in these buildings," he told his men. "Lead the people down and away from the streets." The sergeant then spoke into his radio, presumably to his superiors, "We're going to set up a perimeter all the way down to 39th street."

Satisfied that that aspect of his tentative battle plan was working, Steve made his way back to where he'd left the two SHIELD agents. They weren't doing well. Agent Romanov had gotten her hands on some sort of Chitauri staff/rifle thing and was putting it to good use, while Agent Barton had gotten himself tackled by another Chitauri. He was back on his feet by the time Steve rejoined them, eyes scanning the sky for targets as Steve took out a cluster of Chitauri that were menacing the archer on the ground.

A group of ten or more Chitauri advancing up the aqueduct were fried by lighting, followed shortly by Thor's arrival on the ground. "What's the story upstairs?" Steve asked the other man, taking advantage of the brief lull to gain vital Intel on what was happening above them.

"The power surrounding the Cube is impenetrable." Thor reported.

"_Thor's right_." Stark's voice sounded above them as Iron Man soared overhead. "_We've got to deal with these guys_."

Agent Romanov, looked nervously at Steve. "How do we do this?" she asked.

Forcing a leader's certainty into his voice, Steve proclaimed, "As a team."

"I have unfinished business with Loki." Thor stated.

"Yeah?" Agent Barton challenged, collecting spent arrows and checking their heads before he stored them back in his quiver. "Get in line."

"Save it," Steve cut off the budding quarrel before it could begin. He started walking, laying out the battle formation in his head as he did so. "Loki's going to keep this fight focused on us, and that's what we need. Without him these things could run wild."

They began to gather around him, drawn like moths to the flame of a commander's confidence in his voice. Even Thor, a leader in his own right, was listening to him. Steve began laying out his strategy. "We've got Stark up top. He's going to need us to..."

The rattle of an old-style motorcycle cut him off, loud in the silence that had surrounded them since Thor had joined their group on the ground. When Steve turned to investigate, Bruce Banner was puttering his way up the aqueduct, slowly weaving his way around the abandoned cars. Approximately ten yards away he stopped and dismounted, walking the rest of the way on foot.

Steve jogged to meet him halfway, the others following. "So, this all seems...horrible." the scientist said dryly.

"I've seen worse." Agent Romanov said dryly.

Dr. Banner smiled at her. "Sorry." he apologized.

"No, we could use...a little worse."

Smiling himself, Steve touched his earpiece. "Stark. We got him."

Stark instantly knew who he was talking about. "_Banner?_" Stark asked.

"Just as you said." Steve replied. It looked as if Stark's faith in the doctor had paid off, and the Hulk would certainly be an asset in the battle to come.

"_Then tell him to suit up_." Stark said, with an air of grim determination that Steve wouldn't have credited the billionaire with. "_I'm bringing the party to you_."

Startled, Steve looked up. At the other end of the avenue, Iron Man swung around a skyscraper, the massive leviathan creature in hot pursuit. "I don't see how that's a party." Agent Romanov said lowly.

Iron Man was rocketing up the avenue toward them, keeping low to the ground. The leviathan creature followed him, destroying, trees, cars, streetlights, and anything else that poked up enough to get in its way. Dr. Banner began walking toward it, purpose in his every stride.

"Dr. Banner." Steve checked his advance. "Now might be a really good time for you to get angry."

"That's my secret, Captain," Dr. Banner smiled wryly at him, still moving toward the creature coming up the avenue. "I'm always angry." With that he turned to face the leviathan, his skin smoothly turning green as his shirt tore to shreds and body grew in size and muscle mass. Before Steve had the chance to blink, the Hulk stood before him, landing a powerful punch to the leviathan's nose, upending it. Metal armored plates ripped and tore away from the creature, as its body was lifted up into the air, carried by its momentum that had been abruptly halted when the Hulk had pinned its nose to the ground, prepared to land exactly on top of the team as the beast tipped over.

"Hang on," Stark called out, launching a miniature missile from his forearm, aiming at the creature's fleshy skin, exposed by the torn away armor. Steve ducked with Agent Romanov behind his shield, Agent Barton took cover behind a car, only Thor tried and failed to remain standing in the wake of the blast.

The remainder of the leviathan's carcass crashed off the aqueduct. Steve couldn't help but be impressed by Iron Man's firepower. They might have a better chance of getting through this than he thought. All around them, Chitauri in the air and clinging to the sides of skyscrapers screeched and howled their displeasure at the loss their forces had just suffered. The Hulk roared back as everyone on the team stood, back to back in a circle, Stark dropping lightly from the sky to land next to Steve, completing the set.

For a moment they just stood there, listening to the cheers, and the Chitauri howls of despair echoing off the concrete jungle surrounding them.

But the battle was far from over. Two more leviathan creatures squirmed their way out of the portal, accompanied by a horde of of the smaller craft. A third leviathan was right behind them. Agent Romanov was the first to notice their appearance. "Guys." she said levelly.

Everyone turned to face the new threat. "Call it, Captain," Stark said, relinquishing any last vestiges of independence to fall in with Steve's battle plan.

"All right, listen up." Steve said, pushing his amazement at Stark's compliance away. There would be time to properly analyze that later, assuming they survived. "Until we can close that portal, our priority is containment. Barton, I want you on that roof." he told the archer, pointing to the skyscraper across the plaza from Stark Tower. "Eyes on everything. Call out patterns and strays." The archer nodded assent to his part of the plan.

"Stark, you've got the perimeter." Steve addressed the billionaire. "Anything gets more than three blocks out, you turn it back or you turn it to ash."

"Can you give me a lift?" Agent Barton asked Stark.

"Right," Stark said, clumping in his heavy armor over to the archer. "Better clench up, Legolas." Seizing the archer by the back of his belt, Iron Man took off, headed for Barton's new perch.

Next, Steve turned to Thor. "Thor, you got to try to bottleneck that portal. Slow them down. You've got the lightning, light the bastards up." Thor nodded mutely in assent, then swung his hammer around his fist and took off into the sky.

"You and me, we stay here on the ground." Steve told Agent Romanov. "We keep the fighting _here_. And Hulk –" Steve turned to look at the last member of the team.

Hulk bared his teeth at him. Steve smiled in return, pointing to the sky. "Smash!" he ordered.

Hulk's grimace turned into an extra-wide grin. Then he launched himself into the sky, smashing several Chitauri off a nearby skyscraper before leaping across the plaza to a second, clearing more Chitauri off its sides before jumping to a third. Lightning sprouted from the Chrysler Building's spire, directed at the portal and the Chitauri coming through. Steve didn't have time to watch anymore. The first of the ground troops were approaching his position and he didn't have much attention to spare for much else.

It seemed like hours he and Agent Romanov fought back to back, but he knew from experience that it couldn't have been that long. Adrenaline played holy hell with a body's internal clock during a fight. It was probably only a few minutes, half an hour at most. The two of then were over-matched where they were, and they knew it.

Agent Romanov jammed one of her bracelets into one Chitauri's neck. Electricity danced up from the device to fry its brain, the body dropping like a stone, the SHIELD agent heaving the heavy corpse off her. A breath later she had seized its weapon, another one of the long staff/rifles and had blasted another Chitauri away, when Steve came to see if she needed help. From the way she pointed her commandeered weapon at him, she didn't need it.

Seeing who he was, she lowered her weapon. They had a short breathing spell between waves of Chitauri attackers and took what respite they could. The SHIELD agent sagged against an overturned car, a thin line of blood trickling down from her hairline.

"Captain, none of this will mean a damn thing if we don't close that portal." They both turned to stare up at it above Stark Tower. More and more Chitauri poured out of it every moment it remained open. Steve knew she was telling the truth.

But how were they supposed to close it? "Our biggest guns couldn't touch it." Steve reminded her, recalling that both Thor and Iron Man had tried and found the device powering the portal was surrounded by some sort of energy barrier.

"Well. maybe it's not about guns."

Steve kept his eyes on the tower, and the fresh wave of Chitauri even now making their way toward their position. He hated to lose his backup, but Agent Romanov was right, this was more important. If this worked, if they could get the portal closed, then even if the Chirauri overwhelmed him, it would be worth it.

Still, it was a rather large empty space between here on the ground and the top of Stark Tower. And she wasn't the Hulk, Iron Man, or Thor, who could get up there under her own power. "If you want to get up there, you're going to need a ride." he warned her.

Agent Romanov looked at him as if her were stupid, negligently tossing her weapon aside. "I have a ride." she said carelessly, moving to the opposite side of the aqueduct from Steve. She eyed first his shield, then the Chitauri ships zooming overhead. "I could use a boost though."

Steve read her plan at once and backed up, getting into position. "Are you sure about this?" he asked.

"Yeah," she said brightly. "It's gonna be fun." with that she ran at him, leaping first onto an abandoned car, than bouncing off his shield, using that as a launch pad to leap up and grab one of the Chitauri craft that zoomed overhead. Steve watched her go for a long second, before the new wave was on him.

Fighting that horde alone was just as difficult as Steve had feared it would be. Not for the first time, he wished that SHIELD had thought fit to issue him a sidearm, such as he'd carried in the war, to carry in addition to the shield, but someone, Steve suspected Coulson, had nixed the idea.

Then, as a godsend, Iron Man came swooping down the aqueduct, picking off Chitauri as he went, before landing and helping Steve clear away the backlog of opponents. There was even a shinning moment of perfect trust between the two of them – even brighter when contrasted with their antagonism earlier that day – when Stark fired one of his arm-beams at Steve's shield, which Steve then turned so the reflected weapon could sweep out and extinguish a small group of Chitauri that happened to get a bit too close. Then Stark was gone, soaring up a nearby skyscraper to pick off those Chitauri getting a bit to close to Agent Barton's perch before jetting off to see where else he might be needed.

Steve was left to his own devices again, but not for long. Scarcely had he finished yet another Chitauri wave, when Agent Barton's voice crackled in his earpiece. He'd heard the archer before, passing on advice and Intel about Chitauri movements to the more mobile members of the team – in this case Iron Man, because there hadn't been time to outfit Thor and Dr. Banner with earpieces, even if the Hulk could use one without breaking it to bits – but this was the first time the agent had directly addressed Steve during the battle. "_Captain, the bank on 42__nd__ past Madison_." Barton advised. Steve knew where that was, only a few blocks from his current position. "_They've cornered a lot of civilians in there_."

Steve was panting with effort, tired to the bone. He'd forgotten just how much energy combat required, either that, or he'd gotten out of shape during his seventy-odd years in the ice. But that didn't change his duty. "I'm on it." he told Barton, already moving.

Steve knew the bank in question, knew there was an upper gallery that looked down onto the main floor below. All the civilians were pinned on the ground floor, kept there by four Chitauri pointing their staff/rifles at the terrified masses below.

Steve dove through a window into the upper gallery, just as one Chitauri pulled their equivalent to a grenade and armed it. He flung his shield at the Chitauri in question, forcing it to drop its prize, while the three others immediately turned their attention to him. Steve dove for cover behind a heavy, overturned desk and saw the grenade was still armed. He kicked the desk across the floor, crushing the two Chitauri unlucky enough to be caught in its path, and turned to deal with the one Chitauri still remaining. He snapped its neck, tossing the corpse onto the floor below as he called to the people down there, "Everyone! Clear out!"

But one Chitauri at least, possibly more, wasn't as dead as he'd assumed. It seized him from behind, one powerful hand grasping at his cowl and pulling it off his face. Steve fought the hold, while the first Chitauri he'd struck stood and fired its weapon at Steve. By some kind of luck, Steve was able to twist his body so the one who held him took the hits, but there was no longer any time to dance. The grenade on the floor was still armed, and from the way it was beeping, it was about to blow.

Steve seized his shield, and curled his body into a ball behind it, angling his arc to take him out the window he'd come in. The grenade blew while he was still in the air, altering his trajectory enough so that he landed heavily on a car. The impact hurt, but as far as Steve could tell, he was still intact.

Slowly, agonizingly, he got to his feet. Stripped of his cowl, stripped of the Captain America persona, Steve stared hollowly at the shattered streets all around him. They were getting tired, and the enemy was still fresh, still coming through the portal in ever-increasing droves. It was only a matter of time until one of them were hurt, until one of them were killed. Barton would run out of arrows. Stark would run out of power and armaments for his suit. Agent Romanov only wore her jumpsuit in the middle of all this, how protected could that be? They would _die_, and it wouldn't make any difference. They couldn't _win_ this.

He was so wrapped up in his thoughts that he didn't see the waitress from the cafe, the one who'd told him about the free wireless, stop to stare at him, mingled awe and recognition on her face as one of New York's finest tugged her away to safety.

Thor landed heavily near him shortly afterward, as he battled Chitauri coming at him from both ends of the street, covering straggling civilians as they hurried into the shelter of the subway tunnels. The two fought back to back for several minutes, shield and hammer flying out at the same moments, both weapons always returning to their owner's grip without fail.

Eventually, the moment Steve had been dreading came. Exhaustion dragging at his every bone, Steve moved too slowly to avoid a blast and took it low on his side. It knocked him face-forward into the street. By the time he'd shoved the pain aside enough to get to his feet, Thor had cleared enough of the street to be able to offer him a hand up without risking taking a blast himself. Steve took it with his free hand, the other still locked around his shield's grip. "Are you ready for another bout?" Thor asked.

Steve had to chuckle breathlessly at the joke. "What, are you getting sleepy?" he joked back. One hand was pressed tightly to his wounded side, the pain an ever-burning fire that licked its way up his body, sapping sorely needed strength and concentration.

Thor grinned at him, and held out his hand for his hammer. Just because Thor had cleared the area for the moment, did not mean that the Chitauri wouldn't be back.

"_I can close it_," Agent Romanov's voice sounded in Steve's ear. Steve wasn't sure who she was talking to, he'd heard Director Fury call Stark a minute or so ago, but he'd been too busy at the time to pay close attention to what was said. Besides, that message hadn't been for him. "_Can anybody copy?_" Agent Romanov said again. "_I can shut the portal down_."

Steve's breath caught. This was it, the break they had been waiting for. "Do it!" he ordered.

"_No, wait_." Stark broke in.

Steve didn't understand. "Stark, these things are still coming," he said, lifting his gaze to the open portal. Even from this distance, he could see the small forms of the Chitauri craft dart from its depths, come from whatever lay on the other side to join the battle.

"_I got a nuke coming in. It's going to blow in less than a minute_." Stark said grimly. The billionaire's voice turned speculative. "_And I know just where to put it_."

Steve blinked. He'd been briefed on how World War II had ended, including what had ended the Pacific War. He had to have misheard that, he had to have. SHIELD wouldn't have ordered an American city to be nuked into oblivion? Would they? Dimly he thought of the Director's radio call to Stark he'd overheard, about a...missile headed for the city. That had to be the nuke.

But that couldn't be right. Stark was too selfish to even consider a suicide run. "Stark, you know that's a one-way trip." he reminded the billionaire. Stark's suit had to be running low on power, and there was only one way to be sure that the missile – the nuke – headed to the new target: Stark would have to put it there himself. There wasn't a guarantee that he would be able to get out of the way before it blew.

Stark didn't answer, all his formidable concentration bound up in his all-important task, his silence answer enough. Steve had no idea what Stark was thinking, what the other man was feeling. The fact that Stark wasn't hesitating...that he was putting his all into the option that offered the greatest hope for the population of Manhattan while ignoring all thought of his own safety...Stark was lying down on the wire, letting an entire city crawl over him to survive. Steve found his eyes glued to the sky, tracking the gold-and-red figure, so small compared to the white contraption held on its back as it flashed overhead, climbing steeply as it approached Stark Tower, shooting past its slick surface and into the portal beyond.

One breath passed, than a second. There was no way to tell if or when Stark succeeded in his self-appointed task. Suddenly all the Chitauri, sneaking up to Steve and Thor while their attention had remained glued to the skies, collapsed, like puppets with their strings cut. Everywhere Steve could see, the same thing was happening, and it wasn't just limited to the Chitauri on the ground. Even the huge leviathans were collapsing, one flopping onto a building like some strange species of large, dead fish.

The Chitauri were dead or dying, but as Steve strained his gaze upward, Stark wasn't reappearing. "_Come on, Stark_," Steve heard Agent Romanov whisper over his radio, but there was no way of knowing if God, or even Stark, heard her plea. All that could be seen through the open portal was a growing ball of fire.

At last, Steve could wait no longer. He'd read about what had followed Hiroshima and Nagasaki. If they waited too long to close the portal, the fallout might still poison the city, and then Stark's sacrifice would be for nothing. "Close it." he ordered. Thor shot him a betrayed look, but Steve turned his face away. There was a brief flare of blue light above Stark Tower, then the energy powering the portal shorted out and it began to close.

But just as the portal closed, a small figure of red and gold appeared against the restored blue sky. "Son of a gun." Steve swore, relieved beyond words that Stark had made it out. But as Iron Man continued to fall haphazardly, a far cry from his usual grace in the air, the relief was rapidly replaced by fear.

Thor noticed that something was wrong as well. "He's not slowing down." the other man began to swing his hammer, preparing to fly up and catch Stark, to bring him safely back to earth.

He was too late. Before Thor could launch himself airborne, a blur of green caught Stark around the middle, and slid down the side of a nearby skyscraper, slowing their rate of descent considerably, before the Hulk launched them away from that surface and onto the aqueduct where they had first stood shoulder-to-shoulder as a team, cushioning the impact with his broad body.

Steve raced to meet them, Thor following on his heels. They found Stark on his side, the Hulk evidently having gotten annoyed with Stark's weight in the armor and shoved him lightly (for the Hulk anyway) away. Thor pushed Stark onto his back, and ripped off the armor's faceplate, tossing it yards away. "Is he breathing?" Steve asked.

Thor didn't know. Steve got down on his knees, wondering where on earth he was supposed to check for a pulse on a man in armor. He bent down, putting his ear to Stark's mouth, listening for a breath, a sigh, a snore, anything to prove that the man was still alive. Nothing. Futilely, he palmed the glowing light that normally sat in the middle of Stark's breastplate as if feeling for a heartbeat. The light was dark now, instead of glowing brightly blue as it had every other time he'd seen it.

Barely able to believe it, Steve pulled back to stare at Stark's still form. No, at his body. No sense in sugarcoating matters, in trying to make them less horrible than they actually were. Stark was dead. And despite the protection of his armor, Steve could see the bruises and abrasions on the billionaire's face that hadn't been there on the Helicarrier, evidence – if the battered nature of the armor itself wasn't a major clue – of how hard Stark had worked to fight against the Chitauri, to protect innocent civilians who hadn't asked to be a part of this. How much the other man had sacrificed, up to and including his own life, so that other people would survive.

Clearly fed up with all the emotion, Hulk roared. And miracle of miracles, Stark's body reacted, gasping in shock as dark brown eyes flew open. The light in Stark's breastplate brightened, restored to its normal glowing intensity. Immensely pleased with himself, Hulk threw back his head and roared again, echoing it across shattered and broken skyscrapers.

"What the hell?" Stark wondered aloud. Then he looked at Steve, worried. "What just happened? Please tell me nobody kissed me."

Steve stared at him, uncomprehendingly for a moment, before understanding struck. Shaking his head slightly, Steve stared around him, the realization striking him that they were alive, all of them – Agent Barton having reported in while they were running to Stark's side – and the Chitauri were dead. All of them. That meant... "We won." he said, wonder in his voice.

Stark sighed in relief. "All right, yay!" he said tiredly, awkwardly waving his arms from his position flat on his back in the destruction and devastation that surrounded them, apparently too exhausted to get to his feet. "Hurray. Good job guys. Let's not just come in tomorrow. Let's just...take a day." Stark paused a moment, then continued, apparently having just thought of something. "Have you ever tried schwarma?" he demanded of Thor. Steve couldn't help but chuckle. It seemed that Stark would never change. "There's a shawarma joint about two blocks from here. I don't know what it is, but I want to try it."

But Thor wasn't willing to be so easily distracted. "We're not finished yet." he said, nodding to Stark Tower. Loki was there, Steve thought. He could have sworn that Loki had been following Agent Romanov as she worked her way up to the top of the Tower, that Agent Barton had done something that had caused Loki to crash into the building, but beyond that Steve had no clue. And that worried him.

Stark recognized the necessity of dealing with Loki first, but he refused to let go of his idea. "Then shawarma after."

Steve could only agree.

After everything they'd been through that day, fighting amongst themselves, the attack on the Helicarrier, the battle, Stark's apparent 'death' and 'resurrection', watching Loki pull himself out of a hole in the middle of Stark's penthouse suite should have felt anti-climatic. But it didn't. They were all there, all the Avengers: himself, Stark, Thor, the Hulk, Agent Romanov holding Loki's scepter, Agent Barton, with a fresh quiver he'd found somewhere, holding an arrow to his string aimed straight for Loki's eye. None of them were prepared to show mercy if Loki didn't surrender, not now.

Loki seemed to recognize that fact, eyes flicking over them all. Leaning back against some steps, Loki caught Stark's eye and said, "If it's all the same to you, I'll have that drink now."

It was over.

After that, there as shawarma, than clean up. Lots and lots of cleanup. The three block radius around Stark Tower were basically leveled, with more devastation creeping out across Manhattan. The other boroughs, for a wonder, were mostly untouched. Chitauri corpses were everywhere, the bloated remains of the massive leviathans each requiring three heavy-duty helicopters to lift them up and cart them away to be dumped into the ocean.

And that was only the physical destruction. Steve felt like flinching whenever he passed one of the memorial walls that seemed to have sprung up all across New York, reminders of the people he hadn't been able to save. Worse, in their way, were the walls that depicted photos of those missing, complete with the contact information of the loved ones still searching.

Two weeks after the battle, after a sizable dent had been made in cleaning up the city, after all Chitauri corpses and technology had been cleared from the streets, and all the survivors still living had been freed from the rubble and were recovering in hospitals all around the state, the Avengers gathered in Central Park for the last time. Thor had taken a day, and flown to where he had stashed some manner of device that, when powered by the Tesseract, would transport both he and Loki back to their home planet. It would take the Tesseract with them, but Steve would be glad to see the end of it, the thing was far more trouble than it was worth.

They gathered at a balcony overlooking Turtle Pond, Steve watching closely as Dr. Selvig held the Asgardian device, while Dr. Banner inserted the Tesseract into the central chamber with glass tongs. He was uneasy, still unable to fully trust SHIELD, but having no choice but to do so.

Or perhaps his discomfort had another source: Loki stood nearby, wrists and ankles manacled together, while a metal gag was strapped tightly around his jaw. Both Thor and SHIELD had insisted that the precautions were necessary, and maybe they were: they still twinged painfully against Steve's morals. It wouldn't be much longer now, anyway.

Steve's wasn't the only grim face in that gathering: Agent Barton's visage could have been carved from stone for all the emotion it showed, though Steve doubted that discomfort at the invasive nature of Loki's restraints was what was bothering the archer. If anything, doubtless the other man believed that they wouldn't be enough, and aside from Thor, who had apparently grown up with him, Agent Barton had spent the most time with Loki than anyone else in the group.

Steve wasn't the only one to see Barton's complete lack of expression. Agent Romanov stood on tiptoe to whisper in her partner's ear. "...looks good on him, doesn't it?" Steve overheard her say. He knew she was talking about Loki from the way a corner of Agent Barton's mouth twitched at the words, cracking the stone facade, leaving a moderately more human look behind.

Thor said goodbye to them all, shaking hands all around and clapping Dr. Selvig on the back. Then he turned to Loki, silently offering his brother the one end of the transport device, holding the other end himself. Slowly, hesitantly, the disgraced 'god' took it. Thor nodded to everyone in attendence, and twisted his half into place as everyone there took a large step back to avoid getting caught in the backwash as Thor and Loki glowed the same bright blue as the Tesseract, and vanished into the cloudless sky.

And that, was that. Slowly the group broke up, Selvig taking the van that had transported Thor, Loki and the Tesseract to the park back to SHIELD. Agents Barton and Romanov were headed back to SHIELD as well, but not before at least two weeks of personal leave, judging by what Steve had overheard over the public comm during the cleanup.

First thought, Agent Romanov removed Dr. Banner's duffel bag from the back of the SHIELD car. Silently, she handed it over to the scientist, symbolically fulfilling Fury's pledge to leave Dr. Banner alone once the Tesseract had been found.

Steve meanwhile, had fences to mend with Stark. What he'd said, what he'd thought, about the other man back on the Helicarrier had been wrong, on virtually every count. The belated research he'd done on Stark, on the uses he'd put the Iron Man armor to, in what little spare time he'd had that hadn't been occupied by cleaning up from the battle, had proven that what Stark had done during the battle and with the nuke hadn't been a fluke, but part of a consistent pattern of behavior dating back to the first time the billionaire had put on the armor.

"Mr. Stark," Steve said as he approached, one hand held out before him. "I'd like to apologize...for what I said..."

He didn't need to elaborate. "No biggie,"Stark said, taking Steve's outstretched hand and giving it a firm shake. Steve could feel scars and calluses on that manicured palm, and felt immensely reassured. "We both said things we aren't proud of back there. Let's let bygones be bygones, and start over. Clean slate."

Steve could only nod, and walk away. Selvig had already left. So had the pair in the SHIELD car. Dr. Banner took his bag over to Stark's low-slung burgundy convertible and got in. Steve had heard a rumor that Stark had threatened to recruit Banner for his company back on the Helicarrier before everything had gone to hell. It looked like he was fulfilling his promise.

For his own part, Steve walked to his motorcycle and climbed on. Back when all this had started, Fury had chided him for wallowing in his past, for not heading out and seeing America as it was now, celebrating the fact that he had survived the impossible. Back then, celebrating had been the last thing on Steve's mind, too heartbroken over the loss of everything he knew to even consider it.

Now, having survived yet another – albeit much shorter – war, seeing the destruction and devastation of the shattered city, the hope and promise for tomorrow that New York and the country as a whole were rallying behind in the wake of it all; Steve abruptly felt as if he were truly alive once more, awake in this new century, instead of half-dead and wallowing in the past. This was a new world, one that he – and the rest of New York – would have to learn to live in.

He couldn't wait.

I've done this basic concept before, following one character's POV throughout a body of work, seeing everything through their eyes, rationalizing their reactions, but never on this scale. Before, I've only done specific TV episodes, but this is the first time I've done so with a feature film, much less one with the size and scope of the _Avengers_. If you haven't already realized this, I incorporated material from the Captain America film as well, functioning as Steve's backstory, as well as Steve's alternate opening sequence. Go check both of them out, they're great.

Please review and let me know what you think. I have reasons for Cap's possibly more controversial thought processes (not just Reasons) and will be happy to elaborate on any point someone brings to my attention in a calm, respectful review. Flames will be deflected with Cap's shield and ignored.


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